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. (a) The Holders of 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, however, that 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 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 Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Noteholders.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. (a) The Holders holders of 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, 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 if an Event (a) such direction shall not be in conflict with any rule of Default shall have occurred law or with this Indenture, and be continuing (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with respect to more such direction. The holders of not less than one series of Notes, the Holders of a majority in aggregate principal amount of the Outstanding Notes at the time outstanding determined in accordance with Section 9.4 may on behalf of the holders of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of interest or premium, if any, on, or the principal of, the Notes when due, (ii) a failure by the Company to convert any one Notes into Common Stock or (iii) a default in respect of such series; provided, further, that such direction shall a covenant or provisions hereof which under Article XI cannot be otherwise than in accordance with law and modified or amended without the provisions consent of this Indenture; and provided further that (subject to Section 9.01 hereof) the Trustee shall have the right to decline to follow all affected holders of Notes then outstanding. Upon any such direction if waiver 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 trusteesCompany, 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 Trustee in its discretion to take any action deemed proper by the Trustee and which is the holders of the Notes shall be restored to their former positions and rights hereunder; 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 inconsistent with continuing; but no such direction waiver shall extend to any subsequent or directions by Noteholdersother 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 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, 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 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 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 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 Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Noteholders.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. (a) The Holders holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding (determined in accordance with Section 8.4) 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, provided that if an Event (a) such direction shall not be in conflict with any rule of Default shall have occurred law or with this Indenture and be continuing (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with respect to more than one series of Notes, the Holders such direction. The holders of a majority in aggregate principal amount of the Outstanding Notes at the time outstanding (determined in accordance with Section 8.4) may on behalf of the holders of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes waive any past default or Event of Default hereunder and its consequences except (i) a 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 one Notes into Common Stock or (iii) a default in respect of such series; provided, further, a covenant or provisions hereof that such direction shall under Article X cannot be otherwise than in accordance with law modified or amended without the consent of the holders of all Notes then outstanding. Whenever any default or Event 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 Notes and this Indenture be deemed to have been cured and to be not continuing 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 trusteesCompany, 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 Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with the holders of the Notes shall be restored to their former positions and rights hereunder; but no such direction waiver shall extend to any subsequent or directions by Noteholdersother 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 holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding (determined in accordance with Section 8.4) 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 in conflict with any rule of law or with this Indenture, however, (b) the Trustee may take any other action deemed proper by the Trustee that if an Event is not inconsistent with such direction and (c) such direction shall not in the estimation of Default shall have occurred and be continuing with respect to more than one series of Notes, the Holders Trustee involve it in personal liability. The holders of a majority in aggregate principal amount of the Outstanding Notes at the time outstanding (determined in accordance with Section 8.4) may on behalf of the holders of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes waive any past default or Event of Default hereunder and its consequences except (i) a 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 one Notes into Common Stock or (iii) a default in respect of such series; provided, further, a covenant or provisions hereof that such direction shall under Article X cannot be otherwise than in accordance with law modified or amended without the consent of the holders of all Notes then outstanding. Whenever any default or Event 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 Notes and this Indenture be deemed to have been cured and to be not continuing 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 trusteesCompany, 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 Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with the holders of the Notes shall be restored to their former positions and rights hereunder; but no such direction waiver shall extend to any subsequent or directions by Noteholdersother 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 holders of 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 TrusteeNoteholders, or exercising any trust or power conferred on the Trustee; provided, however, that if an Event Noteholders. Prior to any declaration accelerating the maturity of Default shall have occurred and be continuing with respect to more than one series of the Notes, the Holders holders of a majority Majority in aggregate principal amount of the Outstanding Notes at the time outstanding may on behalf of the holders of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes waive any past default or Event of Default and its consequences except a default (a) in the payment of principal of or premium, if any, or interest on any one of such series; provided, further, that such direction shall the Notes or (b) in respect of covenants or provisions hereof which cannot be otherwise than in accordance with law modified or amended without the consent of the holder of each Note affected. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Note Agreement and the provisions Notes and the Company and the holders of this Indenturethe Notes shall be restored to their former positions and rights hereunder, respectively; and provided further that (subject but no such waiver shall extend to Section 9.01 hereof) the Trustee any subsequent or other default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have the right to decline to follow any such direction if the Trustee being advised been waived as permitted by counsel determines that the action this Section 5.05, said default or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board Event of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers Default shall determine that the action or proceeding so directed would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right for all purposes of the Trustee in its discretion Notes and this Note Agreement be deemed to take any action deemed proper by the Trustee have been cured and which is to be not inconsistent with such direction or directions by Noteholderscontinuing.