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

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Noteholders. 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, 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof3), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Guarantor, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes when due, (provided, however, that ii) a failure by the Holders of a majority in aggregate principal amount of the Company to convert any Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders all affected holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 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 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes when due, (provided, however, that ii) a failure by the Holders of a majority in aggregate principal amount of the Company to convert any Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. 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 Supplemental 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof of the Base Indenture 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 Supplemental 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 Noteholders. (a) 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 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, however, that (a) if an Event of Default shall have occurred and be continuing with respect to more than one series of Notes, the Holders of a majority in aggregate principal amount of the Outstanding Notes of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes of any one of such series; provided, further, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture, ; and provided further that (bsubject to Section 9.01 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior to taking any such action hereunder, Nothing in this Indenture shall impair the right of the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses to take any action deemed proper by the Trustee and expenses caused which is not inconsistent with such direction or directions by taking or not taking such action. Noteholders. (b) The Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding may, may on behalf of all of the Holders of all the Notes of the Notes, such series 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 hereof), premium, if any, or any premium or interest on the Notes, unless Notes of such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebyseries. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes of such series 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. Upon such waiver, such default shall cease to exist and be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article Three or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof Eleven cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.7, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; providedPROVIDED, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes when due, (provided, however, that ii) a failure by the Holders of a majority in aggregate principal amount of the Company to convert any Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. (a) 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 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; providedPROVIDED, that (a) such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture, ; and PROVIDED FURTHER that (bsubject to Section 9.01 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior to taking any such action hereunder, Nothing in this Indenture shall impair the right of the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses to take any action deemed proper by the Trustee and expenses caused which is not inconsistent with such direction or directions by taking or not taking such action. Noteholders. (b) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of all 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 hereof), premium, if any, or any premium or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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, waiver the IssuerCompany, the 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. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. 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 Supplemental 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Supplemental 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 Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 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 hereof), premium, if any, or interest Interest on the Notes, unless such (ii) a default has been cured and in the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal ofRedemption Price or any Interest on Notes called for redemption on a Redemption Date pursuant to Article 3, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount 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 Trustee; provided, 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount Principal Amount of the Notes at the time outstanding determined in accordance with Section 8.04 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 Interest on, or the principal Principal Amount of, the Notes, (ii) a failure by the Company to exchange any Notes into cash or a combination of cash and Common Stock, as the case may be, (including iii) a default in the payment of the Redemption Price upon redemption pursuant to Article 3 hereof)Section 3.03, premium, if any, or interest on (iv) a default in the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Fundamental Change Repurchase Price pursuant to Section 3.04 or Company Repurchase Price pursuant to Section 3.05 or (iiv) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 6.07, 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 Noteholders. 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein therein, and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 III hereof), premium, if any, or interest on the NotesNotes or under any Subsidiary Guarantee by CRLP, unless such default has been cured and the Issuer MAALP or the Guarantor CRLP has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 IX hereof 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 IssuerMAALP, 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 Noteholders. 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, provided that (a) such direction shall not be in conflict with any rule 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof3), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Guarantor, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 shall have the right to direct the time, method 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, on behalf of the Holders holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default Default in the payment of accrued and unpaid interest (including Additional Interest, if any) on, or the principal of (including or other amounts under, the Redemption Price upon redemption Notes when due which has not been cured pursuant to Article 3 hereof)the provisions of Section 5.01, premium, if any, or interest on (ii) failure by the Company to deliver shares of Common Stock (and cash in lieu of fractional shares) upon conversion of the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) ; or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected thereby. Upon any such waiver, 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 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, 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 Noteholders. (a) The Holders of not less than a majority in aggregate principal amount of the Notes of any series at the time outstanding 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, however, that (a) if an Event of Default shall have occurred and be continuing with respect to more than one series of Notes, the Holders of a majority in aggregate principal amount of the Outstanding Notes of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes of any one of such series; provided, further, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture, ; and provided further that (bsubject to Section 9.01 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior to taking any such action hereunder, Nothing in this Indenture shall impair the right of the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses to take any action deemed proper by the Trustee and expenses caused which is not inconsistent with such direction or directions by taking or not taking such action. Noteholders. (b) The Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding may, may on behalf of all of the Holders of all the Notes of the Notes, such series 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 hereof), premium, if any, or any premium or interest on the Notes, unless Notes of such default has been cured and the Issuer series or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof XIII cannot be modified or amended without the consent of the Holders Holder of all Notes then outstanding or each Outstanding Note affected therebyof such series affected. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes of such series 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. Upon such waiver, such default shall cease to exist and be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 8.4) 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, provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, 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 Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, (determined in accordance with Section 8.4) may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock or cash, and interest on as the Notes (providedcase may be, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof which that under Article 9 hereof 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 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 thereonoutstanding. Whenever any Default default or Event of Default hereunder shall have been waived as permitted by this Section 6.076.7, 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 continuingcontinuing and the Company, the Trustee and the holders of the Notes shall as reasonably possible 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.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding then 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, provided that (a) such direction shall not be in conflict with any rule of law or with this Supplemental 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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, or interest on, the Notes when due, (ii) a default in the payment of (including the Redemption Price upon redemption on the Redemption Date pursuant to Article 3 hereof)3, premium, if any, or interest (iii) a default in the payment of the Repurchase Price on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Repurchase Price Payment Date pursuant to Article 8 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 5 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Outstanding Note affected thereby. Upon any such waiver, the IssuerCompany, the Trustee Trustee, the Agents 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 6.074.07, said Default default or Event of Default shall for all purposes of the Notes and this Supplemental 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 shall have the right to direct the time, method 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, on behalf of the Holders holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default Default in the payment of accrued and unpaid interest on, or the principal of (including or other amounts under, the Redemption Price upon redemption Notes when due which has not been cured pursuant to Article 3 hereof)the provisions of Section 5.01, premium(ii) a failure by the Company to deliver cash and, if anyapplicable, shares of Common Stock (and cash in lieu of fractional shares) with respect to any Notes put to the Company, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected thereby. Upon any such waiver, 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 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 6.075.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 shall have the right to direct the time, method 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, on behalf of the Holders 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 hereof), premium, if anyand accrued and unpaid interest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes when due which has not been cured pursuant to the provisions of Section 5.01, (ii) a failure by the Company to deliver cash and, if anyapplicable, shares of Common Stock (and interest on the Notes (provided, however, that the Holders cash in lieu of a majority in aggregate principal amount fractional shares) upon conversion of the Notes then outstanding may rescind an acceleration and its consequencesNotes, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof IX cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected thereby. Upon any such waiver, 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 6.075.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes when due, (provided, however, that ii) a failure -45- by the Holders of a majority in aggregate principal amount of the Company to convert any Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article Three or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof Eleven cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 8.4) 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, provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, 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 Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, (determined in accordance with Section 8.4) may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any, and interest on (ii) a failure by the Company to convert any Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which that under Article 9 hereof X cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding outstanding. Whenever any default or each Note affected thereby. Upon any such waiverEvent of Default hereunder shall have been waived as permitted by this Section 6.7, said default or Event of Default shall for all purposes of the IssuerNotes and this Indenture be deemed to have been cured and to be not continuing and the Company, 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 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other Holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except with respect to a Default described in Section 7.01(a)(i), (ii) or (iii) and rescind any such acceleration with respect to the Notes and its consequences if (i) rescission would not conflict with any judgment or decree of a default in court of competent jurisdiction, (ii) all existing Events of Default, other than a Default with respect to the payment nonpayment of the principal of and interest, as described in Section 7.01(i) and (including the Redemption Price upon redemption pursuant to Article 3 hereof)ii) herein, premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and (provided, however, that the Holders of a majority in aggregate principal amount iii) all fees and expenses of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebyTrustee have been paid. Upon any such 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 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 6.077.07, 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 Noteholders. The Holders 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders 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 holders of all of the Notes, 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 hereof), premiumaccrued and unpaid interest, if any, on, or interest on the principal (including any Fundamental Change Repurchase Price or any redemption price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to deliver cash due upon conversion of the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 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 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 6.076.09, 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 Noteholders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other Holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except (i) with respect to a default Default described in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such accelerationSection 7.01(a)(i) or (ii) a default in and rescind any such acceleration with respect to the Notes and its consequences if (i) rescission would not conflict with any judgment or decree of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without court of competent jurisdiction, (ii) all existing Events of Default, other than a Default with respect to the consent nonpayment of the Holders principal of and interest, as described in Section 7.01(a)(i)) and (ii) herein, on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and (iii) all Notes then outstanding or each Note affected therebyfees and expenses of the Trustee have been paid. Upon any such 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 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 6.077.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 9.4) 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, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, (determined in accordance with Section 9.4) may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any, and interest on (ii) a failure by the Company to exchange any Notes (provided, however, that the Holders of a majority in aggregate principal amount of the for Preferred Stock or to convert any Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. 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 6.077.7, 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 Noteholders. 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 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, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (bsubject to Section 9.01 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior liability or would be unduly prejudicial to taking any the rights of Noteholders not joining in such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actiondirections. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of all 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 hereof), premium, if any, or any premium or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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, waiver the IssuerCompany, the 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 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 6.078.07, 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 or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. 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, 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof3), premium, if any, or interest on the Notes, unless such (ii) a default has been cured and in the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal of, premium, if any, and interest Redemption Price on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Redemption Date pursuant to Article 3 or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Guarantor, 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 Noteholders. 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein therein, and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 III hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes then due and payable (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 IX hereof 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 12.04 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 Trustee; provided, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior Subject to taking any such action hereunderSection 6.01, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 12.04 may, on behalf of the Holders 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 the Notes (including including, for the avoidance of doubt, a default to pay any Installment Redemption Price upon redemption pursuant to Article 3 hereof)Amount on the Installment Redemption Date, premiumon which such Installment Redemption Amount is due) and Default Interest, if any, or interest on (ii) a default in the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) purchase price pursuant to Section 3.02 or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 8 cannot be modified or amended without the consent of the Holders holders of each or all of the 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 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 6.07Section, 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 Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3 hereof3), premium, if any, or interest on the Notes, unless such default has been cured and (ii) a failure by the Issuer or the Guarantor has deposited with the Trustee all to exchange any Notes as required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) by this Indenture or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders 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, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the 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, or interest on, the Notes, (ii) a failure by the Issuer to convert any Notes as required by this Indenture, (iii) a default in the payment of (including the redemption price on the Redemption Date pursuant to Article 3, (iv) a default in the payment of the Fundamental Change Purchase Price upon redemption on the Fundamental Change Purchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Issuer, 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 6.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method 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, 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 Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders 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 hereof), premium, if anyaccrued and unpaid interest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes when due which has not been cured pursuant to the provisions of Section 7.01, if any, and interest on (ii) a failure by the Company to deliver Net Shares (or cash in lieu of fractional shares) upon conversion of the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.07, 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 Noteholders. 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding mayOutstanding 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 behalf the Trustee; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture; and provided further that (subject to Section 9.01 hereof) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed may 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 or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Holders of all of the Notes, waive Trustee in its discretion to take 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 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with action deemed proper by the Trustee all required payments of the principal of, premium, if any, and interest on the Notes which is not inconsistent with such direction or directions by Noteholders. (provided, however, that the b) The Holders of a majority in aggregate principal amount of the Notes then outstanding at the time Outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect on behalf of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent all of the Holders of all the Notes then outstanding waive any past default or each Note affected therebyEvent of Default hereunder and its consequences except a default in the payment of principal of or any premium or interest on the Notes. 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, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 12.04 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 Trustee; provided, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior Subject to taking any such action hereunderSection 6.01, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 12.04 may, on behalf of the Holders 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 hereof), premium, if anyInterest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders of a majority in aggregate principal amount payment of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) purchase price pursuant to Section 3.02 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 8 cannot be modified or amended without the consent of the Holders holders of each or all of the 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 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 6.07Section, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article III or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. The Holders 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 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, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 6.01) 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 Noteholders to the detriment of other Noteholders or otherwise be unduly unjustly prejudicial to the Noteholders holders not joining therein and (d) 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. Prior to taking any such action hereunderdeclaration accelerating the Stated Maturity of the Notes, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders holders of all of the Notes, Notes waive any past 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 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount any of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iib) a default in respect of a covenant covenants or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders holder of all Notes then outstanding or each 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 Company, the Trustee and the Holders 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 6.075.07, 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 Noteholders. 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 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, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (bsubject to Section 10.1 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior liability or would be unduly prejudicial to taking any the rights of Noteholders not joining in such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actiondirections. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of all 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 hereof), premium, if any, or any premium or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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, waiver the IssuerCompany, the 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 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 6.079.7, 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 or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 12.04 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 Trustee; provided, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior Subject to taking any such action hereunderSection 6.01, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 12.04 may, on behalf of the Holders 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 the Notes (including including, for the avoidance of doubt, a default to pay any Installment Redemption Price upon redemption pursuant to Article 3 hereof)Amount on the Installment Redemption Date, premiumon which such Installment Redemption Amount is due) and Default Interest, if any, or interest on (ii) a failure by the NotesCompany to convert any Notes into Common Stock, unless such (iii) a default has been cured and in the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) purchase price pursuant to Section 3.02 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 8 cannot be modified or amended without the consent of the Holders holders of each or all of the 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 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 6.07Section, 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 Noteholders. (a) 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 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, however, that (a) if an Event of Default shall have occurred and be continuing with respect to more than one series of Notes, the Holders of a majority in aggregate principal amount of the Outstanding Notes of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes of any one of such series; provided, further, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture, ; and provided further that (bsubject to Section 9.01 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior to taking any such action hereunder, Nothing in this Indenture shall impair the right of the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses to take any action deemed proper by the Trustee and expenses caused which is not inconsistent with such direction or directions by taking or not taking such action. Noteholders. (b) The Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding may, may on behalf of all of the Holders of all the Notes of the Notes, such series 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 hereof), premium, if any, or any premium or interest on the Notes, unless Notes of such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebyseries. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders of the Notes of such series 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. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders 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 TrusteeTrustee with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law (including Gaming Laws) 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of the Holders holders of all of the Notes, 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 hereof), premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Repurchase Price) of, unless such default the Notes when due that has not been cured and pursuant to the Issuer or provisions of Section 7.01, (ii) a failure by the Guarantor has deposited with Company to redeem any Notes when required; (iii) a failure by the Trustee all required payments Company to deliver shares of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount Common Stock upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiv) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 11 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 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 6.077.09, 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 Noteholders. The Holders 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders 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 holders of all of the Notes, 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 hereof), premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Repurchase Price) of, unless such default the Notes when due that has not been cured and pursuant to the Issuer or provisions of Section 6.01, (ii) a failure by the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount Company to deliver cash upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 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 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 6.076.09, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders of a majority in aggregate principal amount payment of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article 3 or the Repurchase Price pursuant to Article 4 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. 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, 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 Noteholders of such series to the detriment of other Noteholders of such series or otherwise be unduly prejudicial to the Noteholders of such series not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 upon redemption pursuant to Article 3 hereof3), premium, if any, or interest on the Notes, unless Notes of such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) series or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes of such series then outstanding or each Note of such series affected thereby. Upon any such waiver, the Issuer, the Guarantor, the Trustee and the Holders of the Notes of the applicable 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 6.07, said Default or Event of Default shall for all purposes of the Notes of the applicable 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 Noteholders. 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 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 of the Trustee’s legal counsel), (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action it deems proper which is not inconsistent with such direction, (cd) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders 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 reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article 3 hereof), premium, if any, or interest and Additional Interest, if any, on the Notes, unless such default has been cured and the Issuer or the any Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, however, that (subject to the provisions of Section 8.1) (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 deemed proper by the Trustee which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 when due of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article III or (iiiv) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders 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 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 6.077.7, 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 Noteholders. The Holders holders of not less than a majority (more than fifty percent) in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, however, that (a) such direction shall be in writing, (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action which is not inconsistent with such direction, direction and (cd) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 8.4) 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, 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 deemed proper by the Trustee that is not inconsistent with such direction, direction and (c) such direction shall not in the estimation of the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee it in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, (determined in accordance with Section 8.4) may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any, and interest on (ii) a failure by the Company to convert any Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which that under Article 9 hereof X cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding outstanding. Whenever any default or each Note affected thereby. Upon any such waiverEvent of Default hereunder shall have been waived as permitted by this Section 6.7, said default or Event of Default shall for all purposes of the IssuerNotes and this Indenture be deemed to have been cured and to be not continuing and the Company, 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 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding shall have the right right, subject to Section 7.2(e), to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; providedPROVIDED, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 EXCEPT (i) a default Default in the payment of interest or premium, if any, on, or the principal of, the Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a Default in the payment of the principal of Redemption Price (including the Redemption Price upon redemption accrued and unpaid interest) pursuant to Article 3 hereof), premium, if any, III or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Repurchase Price pursuant to Article XV or (iiiv) a default Default in respect of a covenant or provisions hereof which under Article 9 hereof X cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebyoutstanding. 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 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 6.076.7, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders holders of all of the Notes, 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 hereof)premium, premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Purchase Price) of, unless such default the Notes when due that has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to deliver cash, shares of Common Stock or a combination of cash and the Issuer or the Guarantor has deposited with the Trustee all required payments shares of the principal ofCommon Stock, premiumas applicable, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 11 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 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 6.077.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders holders of all of the Notes, 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 hereof), premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Repurchase Price) of, unless such default the Notes when due that has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to deliver cash, shares of Common Stock or a combination of cash and the Issuer or the Guarantor has deposited with the Trustee all required payments shares of the principal ofCommon Stock, premiumas applicable, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 11 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 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 6.077.09, 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 Noteholders. 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 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 of the Trustee’s legal counsel), (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action it deems proper which is not inconsistent with such direction, (cd) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders 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 reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article 3 hereof), premium, if any, or interest and Additional Interest, if any, on the Notes, unless such default has been cured and the Issuer or the any Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Noteholders. 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, provided that (a) such Holders shall have offered to the Trustee such security and/or indemnity satisfactory to the Trustee against any losses, liabilities or expenses to be incurred therein or thereby (including fees of the Trustee’s legal counsel) (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to need not take any action that would which might involve the Trustee it in personal liability. Prior , subject it to taking any such action hereunderreputational harm, or be unduly prejudicial to the Holders of Notes not joining therein, it being understood that (subject to Section 7.02) the Trustee shall be entitled have no duty to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 or Interest on the Notes, (including ii) a failure by the Redemption Price upon redemption Issuer to exchange any Notes as required by this Indenture, (iii) a default in the payment of the repurchase price on the Fundamental Change Repurchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiv) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 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 Issuersuch Default shall cease to exist, 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 arising therefrom 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 continuingcured, for every purpose of this Indenture; 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 shall have the right to direct the time, method 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, on behalf of the Holders holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default Default in the payment of accrued and unpaid interest (including Additional Amount, if any) on, or the principal of (including or other amounts under, the Redemption Price upon redemption Notes when due which has not been cured pursuant to Article 3 hereof)the provisions of Section 5.01, premium(ii) a failure by the Company to deliver cash and, if anyapplicable, shares of Common Stock (and cash in lieu of fractional shares) upon its exercise of the Net Share Settlement Option with respect to the Notes put to the Company or with respect to the Additional Amount, if applicable, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected thereby. Upon any such waiver, 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 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 6.075.07, 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 Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of or Interest on the Notes, (including ii) a failure by the Issuer to exchange any Notes as required by this Indenture, (iii) a default in the payment of the Redemption Price upon redemption on the Redemption Date pursuant to Article 3, (iv) a default in the payment of the repurchase price on the Designated Event Repurchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiv) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3 hereof3), premium, if any, or interest on the Notes, unless such default has been cured and (ii) a failure by the Issuer to deliver, upon exchange of any Notes, cash, shares of Common Stock or the Guarantor has deposited with the Trustee all a combination thereof, as required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) by this Indenture or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders 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 hereof)premium, premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to deliver cash and, if anyapplicable, shares of Common Stock (and interest on the Notes (provided, however, that the Holders cash in lieu of a majority in aggregate principal amount fractional shares) upon conversion of the Notes then outstanding may rescind an acceleration and its consequencesNotes, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected thereby. Upon any such waiver, 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 6.077.07, 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 Noteholders. The Holders 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders 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 holders of all of the Notes, 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 hereof), premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notesprincipal (including any Fundamental Change Repurchase Price) of, unless such default the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to deliver cash, shares of Common Stock or a combination of cash and the Issuer or the Guarantor has deposited with the Trustee all required payments shares of the principal ofCommon Stock, premiumas applicable, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 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 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 6.076.09, 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 Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that the Trustee determines in its reasonable discretion would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to of the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionTrustee. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, including in connection with an offer to purchase); provided however that the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such accelerationacceleration in accordance with Section 6.01, (ii) a failure by the Company to convert any Notes into Common Stock, cash or a combination of cash and Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the purchase price pursuant to Article 3 or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 cured or waived as permitted by this Section 6.07, 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 continuingcontinuing for every purpose of this Indenture; 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 Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, including in connection with an offer to purchase); provided however that the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such accelerationacceleration in accordance with Section 6.01, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the purchase price pursuant to Article 3 or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 cured or waived as permitted by this Section 6.07, 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 continuingcontinuing for every purpose of this Indenture; 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 Noteholders. The Holders 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, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the 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 of, or interest (including Additional Interest, if any) on, the Notes, (ii) a failure by the Issuer to convert any Notes as required by this Indenture, (iii) a default in the payment of the redemption price on the Redemption Price upon redemption Date pursuant to Article 3, (iv) a default in the payment of the repurchase price on the Fundamental Change Repurchase Date or the Repurchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Issuer, 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 6.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 hereof), premium, if anyInterest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, cash or a combination of cash and interest on Common Stock, (iii) a default in the Notes (provided, however, that the Holders of a majority in aggregate principal amount payment of the Notes then outstanding may rescind an acceleration and its consequencesRedemption Price pursuant to Section 3.03, including any related (iv) a default in the payment default that resulted from such acceleration) of the Fundamental Change Repurchase Price pursuant to Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that the Trustee determines in its reasonable discretion would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to of the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionTrustee. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, including in connection with an offer to purchase); provided however that the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such accelerationacceleration in accordance with Section 6.01 hereof, (ii) a failure by the Company to convert any Notes into cash and, if applicable, Common Stock, (iii) a default in the payment of the repurchase price pursuant to Article III hereof, or (iiiv) a default in respect of a covenant or provisions hereof any provision which under Article 9 hereof X cannot be modified or amended without the consent of the Holders holders of each or 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 cured or waived as permitted by this Section 6.07, 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 continuingcontinuing for every purpose; 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 Noteholders. 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein therein, and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 III hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor Parent has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 IX hereof 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 Noteholders. 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liabilityliability or violate any law or provision hereof. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the any Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 Guarantors, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; providedPROVIDED, HOWEVER, that (a) such direction shall not be in conflict with any rule Rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article III or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 2.08 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, provided that (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or would involve the Trustee in personal liability or expense, (b) the Trustee may take any other action which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 2.08 may, on behalf of the Holders holders of all of the Notes, waive any past Default or Event of Default hereunder and its consequences except (i) a default Default in the payment of Interest or premium, if any, on, or the principal of, the Notes, (ii) a Default in the payment of the principal applicable redemption price pursuant to Article 3, (iii) a Default in the payment of (including the Redemption Repurchase Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiv) a default Default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 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 6.077.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders holders of all of the Notes, Notes waive any past Default or Event of Default or rescind a declaration of acceleration hereunder and its consequences except (i) a default in the payment of premium, accrued and unpaid interest or any accrued and unpaid Extension Fee or Additional Interest, on, or the principal of (including any Fundamental Change Repurchase Price) of, the Redemption Price upon redemption Notes when due that has not been cured pursuant to Article 3 hereof)the provisions of Section 7.01, premium(ii) a failure by the Company to deliver cash, if anyshares of Common Stock or a combination of cash and shares of Common Stock, or interest on the Notesas applicable, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected therebyso long as, in each case, (x) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all existing Defaults and Events of Default (other than as a result of (i) or (ii) above) that have become due solely by such declaration of acceleration, have been cured or waived. Upon any such waiver, 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 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 6.077.09, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price or repurchase price pursuant to Article Three or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof Eleven cannot be modified or amended without the consent of the Holders holders of each or 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 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 6.077.7, 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 Noteholders. 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, 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior , and for which it is not fully indemnified to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionreasonable satisfaction. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price repurchase price upon redemption repurchase pursuant to Article 3 hereof3), premium, if any, or interest on the Notes, unless such (ii) a failure by the Company to convert any Notes as required by this Indenture, (iii) a default has been cured and in the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal of, premium, if any, and interest repurchase price on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Designated Event Repurchase Date pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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 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 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 Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of interest or premium, if any, on, or the principal of, the Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of the principal redemption price pursuant to Article 3, (iv) a default in the payment of (including the Redemption Price upon redemption purchase price pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 cured or waived as permitted by this Section 6.07, 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 continuingcontinuing for every purpose of this Indenture; 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 Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that the Trustee determines in its reasonable discretion would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to of the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionTrustee. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past or existing Default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, including in connection with an offer to purchase); provided however that the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or acceleration in accordance with Section 6.01, (ii) a default in the payment of the redemption price pursuant to Article III, (iii) a default in the payment of the purchase price pursuant to Article IV or (iv) a Default in respect of a covenant or provisions hereof which under Article 9 hereof X cannot be modified or amended without the consent of the Holders holders of each or 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 or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been cured or 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 continuingcontinuing for every purpose of this Indenture; 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount Principal Amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, 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 Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount Principal Amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Interest on, or the principal Principal Amount of, the Notes, (ii) a failure by the Company to convert any Notes into cash or a combination of cash and Common Stock, as the case may be, (including iii) a default in the payment of the Redemption Price upon redemption pursuant to Article 3 hereof)Section 3.03, premium, if any, or interest on (iv) a default in the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Fundamental Change Repurchase Price pursuant to Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (iiv) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. The Holders of not less more than a majority 50% in aggregate principal amount of the Notes at the time then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Note Agent or exercising any trust or power conferred on the TrusteeNote Agent; provided, however, that (a) such direction shall not be otherwise than in conflict accordance with law and the provisions of this Agreement, and the Note Agent, subject to the provisions of SECTION 10.1, shall have the right to decline to follow any rule such direction if the Note Agent in good faith shall, by an officer of law the Note Agent, if the Note Agent is a corporation, determine that the proceeding so directed would be unjustly prejudicial to the Noteholders not taking part in such direction or with would involve it in personal liability; and, provided further, that, subject to the provisions of SECTION 10.1, nothing contained in this Indenture, (b) Agreement shall impair the Trustee may right of the Note Agent in its discretion to take any other action which deemed proper by the Note Agent and that is not inconsistent with such direction, (c) direction by the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liabilityNoteholders. Prior to taking any such action hereunderdeclaration accelerating the maturity of the Notes, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders of a majority more than 50% in aggregate principal amount of the Notes at the time then outstanding may, may on behalf of the Holders of all of the Notes, Noteholders waive any past Default or Event of Default hereunder and its consequences except (i) a default Default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if anyInterest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected therebyNotes. Upon any such waiverwaiver the Company, the Issuer, the Trustee Note Agent and the Holders of the Notes Noteholders 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 6.07SECTION 9.7, said such Default or Event of Default shall for all purposes of the Notes and this Indenture Agreement 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 Noteholders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Outstanding determined in accordance with Section 9.4 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, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding Outstanding determined in accordance with Section 9.4 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article Three or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof Eleven cannot be modified or amended without the consent of the Holders of each or all Notes then outstanding Outstanding or each Note affected thereby. Upon any such 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 6.077.7, 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 or Event of Default to, or impair any right consequent thereonon, any subsequent or other default or Event of Default.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 8.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of or Interest on the Notes, (including ii) a failure by the Redemption Price upon redemption Issuer to exchange any Notes as required by this Indenture, (iii) a default in the payment of the repurchase price on the Fundamental Change Repurchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiv) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 10 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes pursuant to Article 15, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price or Additional Payment pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding then 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, provided that (a) such direction shall not be in conflict with any rule of law or with this First Supplemental 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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, or premium or interest on, the Notes when due, (ii) a default in the payment of (including the Redemption Price upon redemption on the Redemption Date pursuant to Article 3 hereof)III, premium, if any, or interest (iii) a default in the payment of the Repurchase Price on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) Repurchase Price Payment Date pursuant to Article VIII or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof V cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Outstanding Note affected thereby. Upon any such waiver, the IssuerCompany, the Trustee Trustee, the Agents 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 6.074.07, said Default default or Event of Default shall for all purposes of the Notes and this First Supplemental 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price or Additional Payment pursuant to Article Three or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof Eleven cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.7, 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 Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 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 hereof), premium, if any, or interest Interest on the Notes, unless such (ii) a default has been cured and in the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal ofRedemption Price or any Interest on Notes called for redemption on a Redemption Date pursuant to Article III, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof IX 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders 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, 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 Noteholders to the detriment of other Noteholders it determines conflicts with law or otherwise be this Indenture or is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders 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 holders of all of the Notes, 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 hereof), premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the principal (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 failure by the Company to deliver cash due upon conversion of the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 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 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 6.076.09, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders holders of all of the Notes, 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 hereof)premium, premiumaccrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or interest on the Notesprincipal (including any Redemption Price, unless such default Repurchase Price and Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to deliver cash and the Issuer shares of Common Stock (or the Guarantor has deposited with the Trustee all required payments cash in lieu of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount fractional shares) upon conversion of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions provision hereof which under Article 9 hereof 11 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 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 6.077.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, however, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article III or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 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 hereof), premium, if anyInterest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any, and interest on (ii) a failure by the Company to convert any Notes (provided, however, that into Common Shares in accordance with the Holders of a majority in aggregate principal amount terms of the Notes then outstanding may rescind an acceleration and its consequencesthis Indenture, including any related (iii) a default in the payment of the Redemption Price pursuant to Section 3.03, (iv) a default that resulted from such acceleration) in the payment of the Fundamental Change Purchase Price pursuant to Section 3.05 or Company Purchase Price pursuant to Section 3.06 or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 6.07, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 hereof 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, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 hereof 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) subject to Section 7.01 hereof, a default in the payment of the principal of interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.07, 7.07 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 Noteholders. 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, provided that (a) such direction shall not be in conflict with any rule of law or with this the Indenture, (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 8.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 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 hereof), or premium, if any, or interest Interest on the Notes, unless such (ii) a default has been cured and in the Issuer or the Guarantor has deposited with the Trustee all required payments payment of the principal ofRedemption Price or any Interest on Notes called for redemption on a Redemption Date pursuant to Article 4, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 10 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Notes shall be restored to their former positions and rights hereunderIndenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to of the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionTrustee. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if anyinterest on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, including in connection with an offer to purchase); PROVIDED however that the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such accelerationacceleration in accordance with Section 6.01, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the purchase price pursuant to Article 3 or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 cured or waived as permitted by this Section 6.07, 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 continuingcontinuing for every purpose of this Indenture; 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes of any series at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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 of such series; 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 Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders holders of all of the Notes, Notes of such series 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 hereof), Liquidated Damages or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes of such series when due which has not been cured pursuant to the provisions of Section 7.1, (provided, however, that ii) a failure by the Holders Company to convert any Notes of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) series into Common Stock or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes of such series then outstanding or each Note affected therebyoutstanding. Upon any such waiver, waiver the IssuerCompany, the Trustee and the Holders 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 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 6.077.7, said Default 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority maxxxxxx in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 Trustee; provided, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes pursuant to Article 15, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price or Additional Payment pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.07, 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 Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders which might involve it in personal liability or expense for which the Trustee has not received security or indemnity satisfactory to the detriment of other Noteholders it or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 8.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences subject to Section 7.01, except (i) a default in the payment of the principal of (including the Redemption Price or Designated Event Repurchase Price upon redemption or repurchase pursuant to Article 3 hereofand Article 4), premium, if any, or interest on the Notes, unless such default has been cured and (ii) a failure by the Issuer or the Guarantor has deposited with the Trustee all to exchange any Notes as required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) by this Indenture or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or 42 140 exercising any trust or power conferred on the Trustee; provided, however, 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, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionNoteholders. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 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 interest (including the Redemption Price upon redemption pursuant to Article 3 hereof)Liquidated Damages, if any) or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders of a majority in aggregate principal amount payment of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article Three or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof Eleven cannot be modified or amended without the consent of the Holders holders of each or 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 6.077.7, 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method 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, 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 Noteholders to the detriment of other Noteholders or otherwise be it determines is unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take rights of any action other holder or that would involve the Trustee in personal liability. Prior liability or to taking any such action hereunder, the extent that the Trustee shall be entitled does not receive indemnification to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionsatisfaction. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.04 may on behalf of the Holders holders of all of the Notes, Notes and subject to the provisions of Section 7.01 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 hereof), premium, if anyaccrued and unpaid interest, including Additional Amounts, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to deliver cash and, if anyapplicable, ADSs (and interest on the Notes (provided, however, that the Holders cash in lieu of a majority in aggregate principal amount fractional ADSs) upon conversion of the Notes then outstanding may rescind an acceleration and its consequencesNotes, including any related payment default that resulted from such acceleration) or (iiiii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 11 cannot be modified or amended without the consent of the Holders each holder of all Notes then an outstanding or each Note affected thereby. Upon any such waiver, 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 or Event of Default hereunder shall have been waived as permitted by this Section 6.077.07, 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 Noteholders. 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 exercising any trust or power conferred on the Trustee; provided, provided that (a) such direction shall not be in conflict with any rule of law or with this Supplemental 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 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, or interest on, the Notes when due, (ii) a failure by the Company to convert any Notes as required by this Supplemental Indenture, (iii) a default in the payment of (including the Redemption Price upon redemption on the Redemption Date pursuant to Article 3, (iv) a default in the payment of the Fundamental Change Purchase Price on the Fundamental Change Purchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 5 cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Outstanding Note affected thereby. Upon any such 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 6.074.08, said Default default or Event of Default shall for all purposes of the Notes and this Supplemental 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding may, determined in accordance with Section 9.4 may on behalf of the Holders 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders payment of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article III or repurchase price pursuant to Article XVI or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof XI cannot be modified or amended without the consent of the Holders holders of all Notes then outstanding or each Note affected therebyoutstanding. Upon any such waiver, 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 6.077.7, 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 Noteholders. 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 direct, in writing, 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of or Interest on the Notes, (including ii) a failure by the Redemption Price upon redemption Issuer to exchange any Notes as required by this Indenture, (iii) a default in the payment of the repurchase price on the Fundamental Change Repurchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiv) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders 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 Trustee; provided, 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, direction and (c) the Trustee may decline to take any action that the Trustee determines in its reasonable discretion would benefit some Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to of the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionTrustee. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may, on behalf of the Holders holders of all of the Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a past or existing default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, including in connection with an offer to purchase); provided however that the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such accelerationacceleration in accordance with Section 6.01, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the purchase price pursuant to Article 3 or (iiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 10 cannot be modified or amended without the consent of the Holders holders of each or 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 cured or waived as permitted by this Section 6.07, 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 continuingcontinuing for every purpose of this Indenture; 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 Noteholders. The Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 10.04 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 Trustee; provided, 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 Noteholders Noteholder to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 10.04 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 hereof), interest or premium, if any, on, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premiumthe Notes, if any(ii) a failure by the Company to convert any Notes into Common Stock, and interest on (iii) a default in the Notes (provided, however, that the Holders of a majority in aggregate principal amount payment of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) redemption price pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 9 hereof 12 cannot be modified or amended without the consent of the Holders holders of each or 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 6.078.07, 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 Noteholders. 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, 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 deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee may decline to need not take any action that would benefit some Noteholders to the detriment of other Noteholders which might involve it in personal liability or otherwise be unduly prejudicial to the Noteholders Holders of Notes not joining therein and therein, it being understood that (dsubject to Section 7.02) the Trustee may decline shall have no duty to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking ascertain whether or not taking such actionactions or forbearance are unduly prejudicial to such Holders. 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 default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of or Interest on the Notes, (including ii) a failure by the Redemption Price upon redemption Issuer to exchange any Notes as required by this Indenture, (iii) a default in the payment of the repurchase price on the Fundamental Change Repurchase Date pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (iiiv) a default in respect of a covenant or provisions hereof hereof, which under Article 9 hereof 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 Issuersuch default shall cease to exist, the Trustee and the Holders any Event of the Notes Default arising therefrom shall be restored deemed to their former positions and rights hereunderhave been cured, for every purpose of this Indenture; 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 default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. 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 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, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (bsubject to Section 9.1 hereof) 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 being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders not lawfully be taken or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Prior liability or would be unduly prejudicial to taking any the rights of Noteholders not joining in such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actiondirections. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, may on behalf of all 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 hereof), premium, if any, or any premium or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof 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, waiver the IssuerCompany, the 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 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 6.078.7, 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 or Event of Default or impair any right consequent thereon.