Common use of Direction of Proceedings and Waiver of Defaults by Majority of Holders Clause in Contracts

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders to the detriment of other Holders and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if any, or interest on the Notes, (ii) a default in the payment of the Redemption Price on the Redemption Date pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Subject to Section 7.02(j), the Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding Outstanding determined in accordance with Section 7.04 of the Base Indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this the Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, Outstanding determined in accordance with Section 7.04 of the Base Indenture may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal of (including the Redemption Price upon redemption and the Fundamental Change Repurchase Price, if applicable) of, the Notes when due that has not been cured pursuant to Article 3), premium, if any, or interest on the Notesprovisions of Section 6.02, (ii) a default in failure by the payment Issuer to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then outstanding or each an Outstanding Note affected therebyaffected. Upon any such waiver, waiver the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.10, said default Default or Event of Default shall for all purposes of the Notes and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders to the detriment of other Holders and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), or premium, if any, or interest on the Notes, (ii) a default in the payment of the Redemption Price on the Redemption Date pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 2.09 of the Base Indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this the Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, . The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 2.09 of the Base Indenture may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Repurchase Price or Redemption Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 5.02, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.075.10, said default Default or Event of Default shall for all purposes of the Notes and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction would prejudice any Holder). The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (iii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iiii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this the Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding Outstanding may, on behalf of the Holders of all of the Notes, waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premium, if anyof, or interest on the Noteson, any Note when due; (ii) a default failure by the Company to convert any Notes in accordance with the payment provisions of the Redemption Price on the Redemption Date pursuant to Article 3, or Indenture; (iii) a default failure by the Company to pay the Fundamental Change Purchase Price on the Fundamental Change Purchase Date in respect connection with a purchase by the Company in connection with a Fundamental Change in accordance with the Indenture; or (iv) a failure the Company to comply with any of a covenant or the provisions hereof of the Indenture which under Article 9 cannot be modified amended or amended waived without the consent of the Holders Holder of all Notes then outstanding or each Outstanding Note affected thereby. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.075.11, said default Default or Event of Default shall for all purposes of the Notes and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Requisite Holders of not less than (which shall include the Requisite Initial Holders if any Requisite Initial Holders hold Notes or a majority in aggregate principal amount of the Notes beneficial interest therein at the time outstanding such time) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such Holders shall have offered to the Trustee such security and/or indemnity satisfactory to the Trustee against any costs, liabilities or expenses to be incurred therein or thereby (including fees and expenses of the Trustee’s legal counsel), (b) such direction shall not be in conflict with any rule of law or with this Indenture, and (bc) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (cd) the Trustee may decline to take any action that would benefit some Holders to the detriment of other Holders or otherwise be unduly prejudicial to the Holders not joining therein and (de) the Trustee may decline to take any action that would involve the Trustee in personal liability, subject it to reputational harm or be unduly prejudicial to Holders of Notes not joining therein, it being understood that the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such direction is unduly prejudicial to any Holder) or that would involve the Trustee in personal liability. The Requisite Holders of (which shall include the Requisite Initial Holders if any Requisite Initial Holders hold Notes or a majority in aggregate principal amount of the Notes beneficial interest therein at the time outstanding may, such time) may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, or premium, if any, or interest on on, the NotesNotes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder). The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 X cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; , but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction would prejudice any Holder). The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that the Trustee may refuse to follow any direction that (ai) such direction shall not be in conflict conflicts with any rule of law or with this Indenture, or (bii) that the Trustee may take determines unduly prejudicial to the rights of any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders to the detriment of other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to the Trustee in its sole discretion against all loses and expenses caused by taking or not taking such action. The Holders of a majority in of the aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, by notice to the Trustee, waive any past default Default or Event of Default hereunder and its consequences except a Default or Event of Default (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest the principal (including any Tax Redemption Price on the NotesTax Redemption Date or the Repurchase Price on the Repurchase Date or Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) arising from a default in failure by the payment Company to deliver the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes in accordance with this Indenture or (iii) a default in respect of a covenant or provisions any provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or a Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes or the Guarantee; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except (i) hereunder except: A. a default in the payment of the principal of (including the any Tax Redemption Price, any Optional Redemption Price upon redemption pursuant to Article 3)and any Fundamental Change Repurchase Price, premiumif applicable) of, or accrued and unpaid interest, if any, or interest on the Notes, (ii) ; B. a default in failure by the payment Company to deliver the consideration due upon exchange of the Redemption Price on the Redemption Date pursuant Notes; or C. with respect to Article 3, a Default or (iii) a default Event of Default in respect of a covenant or provisions provision hereof which under Article 9 ‎Article 10 cannot be modified or amended without the consent of each affected Holder; provided that, in the Holders case of the rescission of any acceleration with respect to the Notes, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default (other than the nonpayment of the principal of and interest on the Notes then outstanding that have become due solely by such declaration of acceleration) have been cured or each Note affected thereby. Upon any such waiver, the Issuer, waived and all amounts owing to the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonhave been paid. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except hereunder except: (i) a default in the payment of the principal of (including the any Redemption Price, Repurchase Price upon redemption pursuant to Article 3)and Fundamental Change Repurchase Price, premiumif applicable) of, or accrued and unpaid interest, if any, or interest on the Notes, ; (ii) a default in failure by the payment Company to deliver the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes; or (iii) a default in with respect to any other provision of a covenant or provisions hereof which under Article 9 this Indenture that cannot be modified or amended without the consent of each affected Holder pursuant to Section 10.02; provided that, in the Holders case of the rescission of any acceleration with respect to the Notes, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default (other than the nonpayment of the principal (including the Redemption Price, Repurchase Price and Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on the Notes then outstanding that have become due solely by such declaration of acceleration) have been cured or each Note affected thereby. Upon any such waiver, the Issuer, waived and all amounts owing to the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonhave been paid. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder). The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, (ii) the Notes when due that has not been cured pursuant to the provisions of Section 6.01, a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except hereunder except: (i) a default in the payment of the principal of (including the any Redemption Price upon redemption pursuant to Article 3)and any Fundamental Change Prepayment Price, premiumif applicable) of, or accrued and unpaid interest, if any, or interest on the Notes; or (ii) a failure by the Company to deliver the consideration due upon exchange of the Notes; provided that, in the case of the rescission of any acceleration with respect to the Notes, (ii1) the rescission would not conflict with any judgment or decree of a default in court of competent jurisdiction and (2) all existing Events of Default (other than the payment nonpayment of the Redemption Price principal of and interest on the Redemption Date pursuant Notes that have become due solely by such declaration of acceleration) have been cured or waived and all amounts owing to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonhave been paid. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except hereunder except: (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)any Fundamental Change Repurchase Price, premiumif applicable) of, or accrued and unpaid interest, if any, or interest on the Notes; or (ii) a failure by the Company to deliver the consideration due upon conversion of the Notes; provided that, in the case of the rescission of any acceleration with respect to the Notes, (ii1) the rescission would not conflict with any judgment or decree of a default in court of competent jurisdiction and (2) all existing Events of Default (other than the payment nonpayment of the Redemption Price principal of and interest on the Redemption Date pursuant to Article 3, Notes that have become due solely by such declaration of acceleration) have been cured or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonwaived. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders conflicts with law or this Indenture or that it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes or the Guarantees; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except hereunder except: (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)any Fundamental Change Repurchase Price, premiumif applicable) of, or accrued and unpaid interest, if any, or interest on the Notes; or (ii) a failure by the Company to deliver the consideration due upon conversion of the Notes; provided that, in the case of the rescission of any acceleration with respect to the Notes, (ii1) the rescission would not conflict with any judgment or decree of a default in court of competent jurisdiction and (2) all existing Events of Default (other than the payment nonpayment of the Redemption Price principal of and interest on the Redemption Date pursuant Notes that have become due solely by such declaration of acceleration) have been cured or waived and all amounts owing to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonhave been paid. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes Debentures of any series at the time outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to the Debentures of such series; provided provided, however, that (a) the Trustee shall have the right to decline to follow any such direction shall not be in conflict with any rule of law or with this Indenture, (b) if the Trustee being advised by counsel determines that the action or proceeding so directed may take any other action which is not inconsistent with such direction, (c) lawfully be taken or if the Trustee may decline to take any in good faith by its board of directors or trustee, executive committee, or a trustee committee of directors or trustees and/or Responsible Officers shall determine that the action that would benefit some Holders to the detriment of other Holders and (d) the Trustee may decline to take any action that or proceedings so directed would involve the Trustee Trustees in personal liability. The Prior to any declaration accelerating the Maturity of the Applicable Debentures of any series or all series, as the case may be, the Holders of a majority in aggregate principal amount of the Notes such Applicable Debentures at the time outstanding may, may on behalf of the Holders of all of such Applicable Debentures and the NotesHolders of all Coupons, if any, appertaining thereto waive any past default or Event of Default hereunder with respect to such Applicable Debentures and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest on the Notes, (ii) a default in the payment of the Redemption Price on the Redemption Date pursuant to Article 3, such Applicable Debentures or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 Nine cannot be modified or amended without the consent of the Holders Holder of all Notes then each such outstanding or each Note affected therebyApplicable Debenture affected. Upon any such waiverwaiver the Corporation, the IssuerTrustee, the Trustee Holders of such Applicable Debentures and the Holders of the Notes all Coupons, if any, appertaining thereto shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07507, said default or Event of Default shall for all purposes of the Notes such Applicable Debentures and Coupons and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes Debentures at the time outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Debt Trustee, or exercising any trust or power conferred on the Debt Trustee; provided provided, however, that (asubject to the provisions of Section 6.01 of the Indenture) the Debt Trustee shall have the right to decline to follow any such direction if the Debt Trustee shall not determine that the action so directed would be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders unjustly prejudicial to the detriment Holders not taking part in such direction or if the Debt Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debt Trustee in good faith by its board of other Holders and (d) directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the Trustee may decline to take any action that or proceedings so directed would involve the Debt Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debentures, the Holders of a majority in aggregate principal amount of the Notes Debentures at the time outstanding may, may on behalf of the Holders of all of the Notes, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default (a) in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest on the Notes, (ii) a default in the payment any of the Redemption Price on Debentures (unless such default has been cured and a sum sufficient to pay all matured installments of principal, premium, if any, and interest due otherwise than by acceleration has been deposited with the Redemption Date pursuant to Article 3, Debt Trustee) or (iiib) a default in respect of a covenant covenants or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders Holder of all Notes then each Debenture affected; provided, however, that if the Debentures are held by the Institutional Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; provided further, that if the consent of the Holder of each outstanding or Debenture is required, such waiver shall not be effective until each Note affected therebyholder of the Trust Securities shall have consented to such waiver. Upon any such waiver, the Issuerdefault covered thereby shall be deemed to be cured for all purposes of this _____ Supplemental Indenture and the Indenture and the Company, the Debt Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.075.08 of the Indenture, said default or Event of Default shall for all purposes of the Notes Debentures and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Senior Notes at the time then outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the Trustee; provided provided, however, that -------- ------- (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 6.1) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction, (c) direction if the Trustee may decline to take any shall determine that the action that so directed would benefit some Holders be unjustly prejudicial to the detriment of other Holders and (d) not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action that or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Senior Notes, the Holders of a majority in aggregate principal amount of the Senior Notes at the time then outstanding may, may on behalf of the Holders of all of the Notes, Senior Notes waive any past default Default or Event of Default hereunder and its consequences except a Default (ia) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest on the Notes, (ii) a default in the payment any of the Redemption Price on the Redemption Date pursuant to Article 3Senior Notes, or (iiib) a default in respect of a covenant covenants or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders Holder of all Notes then outstanding or each Senior Note affected therebyaffected. Upon any such waiver, the IssuerDefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Trustee and the Holders of the Senior Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.075.7, said default Default or Event of Default shall for all purposes of the Senior Notes and this Indenture be deemed to have been cured and to be not continuing; but no . The foregoing provisions shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonsections are hereby expressly excluded from this Indenture and the Senior Notes, as permitted by the Trust Indenture Act.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes of any series at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders of Notes of such series to the detriment of other Holders of Notes of such series and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding may, on behalf of the Holders of all of the NotesNotes of such series, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price and the Special Mandatory Redemption Price upon redemption pursuant to Article 3), premium, if any, or interest on the NotesNotes of the applicable series (provided, however, that the Holders of a majority in aggregate principal amount of the outstanding Notes of such series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration), (ii) a default in the payment of the Redemption Price on the Redemption Date or the Special Mandatory Redemption Price on the Special Mandatory Redemption Date pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes of the applicable series then outstanding or each Note of the applicable series affected thereby. Upon any such waiver, the IssuerCompany, the Trustee and the Holders of the Notes of such series shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.08, said default or Event of Default shall for all purposes of the Notes of such series and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined subject to Section 8.04 (Company-Owned Notes Disregarded) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability, or if it is not provided with security and/or indemnity and/or pre-funding to its satisfaction. Prior to taking any action under this Indenture, the Trustee will be entitled to security and/or indemnification and/or pre-funding satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or not taking such action. In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined subject to Section 8.04 (Company-Owned Notes Disregarded) may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal of (including including, if applicable, the Repurchase Price, Tax Redemption Price upon redemption or Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to Article 3the provisions of Section 6.02 (Acceleration; Rescission and Annulment), premium, if any, or interest on the Notes, (ii) a default in failure by the payment Company to pay or deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 (Supplemental Indenture) cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.6.09 (

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes or the Guarantees; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except hereunder except: (i) a default in the payment of the principal of (including the any Fundamental Change Repurchase Price or Redemption Price upon redemption pursuant to Article 3)Price, premiumif applicable) of, or accrued and unpaid interest, if any, or interest on the Notes, ; (ii) a default in failure by the payment Company to deliver the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, or Notes; or (iii) a default in with respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without to any other provision that requires the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored Holder pursuant to their former positions and rights hereunderSection 10.02 to amend; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding Outstanding determined in accordance with Section 8.04 of the Base Indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this the Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, . The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, Outstanding determined in accordance with Section 8.04 of the Base Indenture may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (iw) a default in the payment of accrued and unpaid interest, if any, on, or the principal of (including any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (x) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes, (y) a failure to pay the Redemption Price upon any redemption pursuant to of Notes in accordance with Article 3), premium, if any, or interest on the Notes, (ii) a default in the payment of the Redemption Price on the Redemption Date pursuant to Article 3, 16 or (iiiz) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then outstanding or each an Outstanding Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.10, said default Default or Event of Default shall for all purposes of the Notes and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder). The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a continuing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, (ii) the Notes when due that has not been cured pursuant to the provisions of Section 6.01, a default in continuing failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a continuing default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders holders of not less than a majority in aggregate principal amount of the outstanding Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders holders to the detriment of other Holders holders and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. The Holders holders of a majority in aggregate principal amount of the outstanding Notes at the time outstanding may, on behalf of the Holders holders of all of the Notes, waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest (including Liquidated Damages, if any, and Additional Interest, if any) on the Notes, (ii) a failure by the Company to convert any Notes as required by this Indenture, (iii) a default in the payment of the Redemption Fundamental Change Repurchase Price on the Redemption Fundamental Change Repurchase Date pursuant to Article 3, III or (iiiiv) a default in respect of a covenant or provisions hereof which under Article 9 X cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the IssuerCompany, the Trustee and the Holders holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.08, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereonrights arising therefrom.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not such direction is unduly prejudicial to any other Holder). The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid Special Interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, (ii) the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 ‎Article 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes Debt Securities at the time outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Debt Trustee, or exercising any trust or power conferred on the Debt Trustee; provided provided, however, that (asubject to the provisions of Section 6.01 of the Indenture) the Debt Trustee shall have the right to decline to follow any such direction if the Debt Trustee shall not determine that the action so directed would be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders unjustly prejudicial to the detriment Holders not taking part in such direction or if the Debt Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debt Trustee in good faith by its board of other Holders and (d) directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the Trustee may decline to take any action that or proceedings so directed would involve the Debt Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debt Securities, the Holders of a majority in aggregate principal amount of the Notes Debt Securities at the time outstanding may, may on behalf of the Holders of all of the Notes, Debt Securities waive any past default or Event of Default hereunder and its consequences except (i) a default (a) in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest on the Notes, (ii) a default in the payment any of the Redemption Price on Debt Securities (unless such default has been cured and a sum sufficient to pay all matured installments of principal, premium, if any, and interest due otherwise than by acceleration has been deposited with the Redemption Date pursuant to Article 3, Debt Trustee) or (iiib) a default in respect of a covenant covenants or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders Holder of all Notes then outstanding each Debenture affected; provided, however, that if the Debt Securities are held by the Institutional Trustee, such waiver or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored modification to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event not be effective until the holders of Default or impair any right consequent thereon. Whenever any default or Event a majority in aggregate liquidation amount of Default hereunder Trust Securities shall have been waived as permitted by this Section 6.07consented to such waiver or modification to such waiver; provided further, said default or Event of Default shall for all purposes that if the consent of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no Holder of each outstanding Debenture is required, such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.not be effective until each holder

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding Outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, . The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such direction is unduly prejudicial to the detriment of other Holders and (d) the Trustee may decline to take any action Holder)or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, Outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences consequences, including, but not limited to, acceleration, except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then outstanding or each an Outstanding Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; , but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Outstanding Debt Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to the Debt Securities by this Indenture; provided provided, however, that (asubject to the provisions of Section 8.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine upon advice of counsel that the action or proceeding so directed may not lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not joining in conflict with any rule such direction or if the Trustee in good faith by its board of law directors or with this Indenturetrustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Debt Securities of all series not joining in the giving of such direction, it being understood that (bsubject to Section 8.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are duly prejudicial to such Holders. The Trustee may take any other action which is deemed proper by the Trustee not inconsistent with such direction. Subject to Section 7.1, (c) the Trustee may decline to take any action that would benefit some Holders to the detriment of other Holders and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt Securities of the Notes, such series waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), or premium, if any, or interest on the Notessuch Debt Securities, (ii) or a default in the making of any sinking fund payment of the Redemption Price on the Redemption Date pursuant with respect to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebysuch Debt Securities. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes such Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.077.7, said such default or Event of Default shall for all purposes of the Notes Debt Securities and this Indenture be deemed to have been cured and to be not continuing; but no . This Section 7.7 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonSections 316(a)(1)(A) and Section 316(a)(1)(B) are hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) and the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability, it being expressly understood that the Trustee shall not have an affirmative duty to ascertain whether such action is prejudicial. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any existing or past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, (ii) the Notes when due that has not been cured pursuant to the provisions of Section 6.01, a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes Debentures at the time outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Debt Trustee, or exercising any trust or power conferred on the Debt Trustee; provided provided, however, that (asubject to the provisions of Section 6.01 of the Indenture) the Debt Trustee shall have the right to decline to follow any such direction if the Debt Trustee shall not determine that the action so directed would be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders unjustly prejudicial to the detriment Holders not taking part in such direction or if the Debt Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debt Trustee in good faith by its board of other Holders and (d) directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the Trustee may decline to take any action that or proceedings so directed would involve the Debt Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debentures, the Holders of a majority in aggregate principal amount of the Notes Debentures at the time outstanding may, may on behalf of the Holders of all of the Notes, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default (a) in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3)of, premium, if any, or interest on the Notes, (ii) a default in the payment any of the Redemption Price on Debentures (unless such default has been cured and a sum sufficient to pay all matured installments of principal, premium, if any, and interest due otherwise than by acceleration has been deposited with the Redemption Date pursuant to Article 3, Debt Trustee) or (iiib) a default in respect of a covenant covenants or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders Holder of all Notes then each Debenture affected; provided, however, that if the Debentures are held by the Institutional Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; provided further, that if the consent of the Holder of each outstanding or Debenture is required, such waiver shall not be effective until each Note affected therebyholder of the Trust Securities shall have consented to such waiver. Upon any such waiver, the Issuerdefault covered thereby shall be deemed to be cured for all purposes of this Second Supplemental Indenture and the Indenture and the Company, the Debt Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.075.08 of the Indenture, said default or Event of Default shall for all purposes of the Notes Debentures and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding Outstanding determined in accordance with Section 8.04 of the Base Indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this the Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, Outstanding determined in accordance with Section 8.04 of the Base Indenture may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then outstanding or each an Outstanding Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.10, said default Default or Event of Default shall for all purposes of the Notes and this the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes or the Guarantees; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee and that is not inconsistent with such direction, . The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline is under no duty to take any action that would benefit some Holders to the detriment of other Holders and (dmake such determination) the Trustee may decline to take any action or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except any continuing defaults relating to (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a default in failure by the payment Company to pay or deliver, as the case may be, the consideration due upon exchange of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiverwaiver the Company, the IssuerGuarantors, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Outstanding Debt Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to the Debt Securities of such series by this Indenture; provided provided, however, that (asubject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine upon advice of counsel that the action or proceeding so directed may not lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not joining in conflict with any rule such direction or if the Trustee in good faith by its board of law directors or with this Indenturetrustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Debt Securities of all series not joining in the giving of said direction, it being understood that (bsubject to Section 8.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are duly prejudicial to such Holders. The Trustee may take any other action which is deemed proper by the Trustee not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Holders to the detriment of other Holders and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt Securities of the Notes, such series waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), or premium, if any, or interest on the Notessuch Debt Securities, (ii) or a default in the making of any sinking fund payment of the Redemption Price on the Redemption Date pursuant with respect to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebysuch Debt Securities. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes such Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonDefault. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.077.07, said default or Event of Default shall for all purposes of the Notes Debt Securities and this Indenture be deemed to have been cured and to be not continuing; but no . This Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act of 1939 and such waiver shall extend to any subsequent or other default or Event Sections 316(a)(1)(A) and Section 316(a)(1)(B) are hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act of Default or impair any right consequent thereon1939.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture, and (bii) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (c) it being understood that the Trustee may decline does not have an affirmative duty to take ascertain whether or not any action that would benefit some Holders such directions are unduly prejudicial to the detriment of other Holders and (dsuch Holders) the Trustee may decline to take any action or that would involve the Trustee in personal liability. . (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to the Notes and its consequences except hereunder except: (i) a default in the payment of the principal of (including the any Redemption Price upon redemption pursuant to Article 3)or Fundamental Change Repurchase Price, premiumif applicable) of, or any accrued and unpaid Special Interest, if any, or interest on the Notes; or (ii) a failure by the Company to deliver the consideration due upon conversion of the Notes; provided that, in the case of the rescission of any acceleration with respect to the Notes, (ii1) the rescission would not conflict with any judgment or decree of a default in court of competent jurisdiction and (2) all existing Events of Default (other than the payment nonpayment of the Redemption Price principal of and Special Interest on the Redemption Date pursuant to Article 3, Notes that have become due solely by such declaration of acceleration) have been cured or (iii) a default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonwaived. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of not less than a majority in of the aggregate principal amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Holders it determines is unduly prejudicial to the detriment rights of any other Holders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Notes, Notes waive any past default Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3), premiumaccrued and unpaid interest, if any, on, or interest on the Notesprincipal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (ii) a default in failure by the payment Company to repurchase any Notes when required or to pay or deliver, as the case may be, the consideration due upon conversion of the Redemption Price on the Redemption Date pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 9 ‎Article 10 cannot be modified or amended without the consent of the Holders each Holder of all Notes then an outstanding or each Note affected therebyaffected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.