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

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default an Event of Default (a) specified in the payment of principal of, premium, if any, or interest on any of the DebenturesSections 5.1(a) and (b), (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trustthe Institutional Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.18.1 hereof) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 proceedings proceeding so directed would involve the Trustee in personal liabilityliability or would be unduly prejudicial to the rights of Securityholders not joining in such directions. The holders Holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Holders of the Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, of or any premium or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverSecurities. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders Holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 7.7, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; providedPROVIDED, howeverHOWEVER, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, providedPROVIDED, furtherFURTHER, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.1Sections 6.01 and 6.02) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Subject to Section 5.01 the holders of a majority in aggregate principal amount of the Debentures Securities of any such series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default including any default or Event of Default established pursuant to Section 2.03 (or, in the case of an event specified in clause (c), (d) or (e) of Section 5.01, the holders of a majority in aggregate principal amount of all the Securities then outstanding (voting as one class)) may waive such default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders of the Debentures Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the Stated Maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default established pursuant to Section 2.03 and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.93.06; provided, however, that if the Debentures Securities of such series are held by the a Countrywide Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Countrywide Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Countrywide Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Guarantor, the Trustee and the holders of the Debentures Securities 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 impair any right consequent thereon. Upon any such waiver the Company, the Guarantor, the Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing. The foregoing provisions shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such sections are hereby expressly excluded from this Indenture and the Securities, as permitted by the Trust Indenture Act.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any series 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 proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to such Debenturesthe Securities of that series; provided, however, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by a trust committee of Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Debentures Securities determined in accordance with Section 9.04 of that series at the time outstanding may on behalf of the holders of all Securities of the Debentures that series waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default hereunder and its consequences, consequences except a default (a) Default in the payment of the principal of, of (or premium, if any, ) or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverseries. Upon any such waiver, waiver the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures such Securities 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 SectionSection 7.07, said default Default or Event of Default shall for all purposes Purposes of the Debentures Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default an Event of Default (a) specified in the payment of principal of, premium, if any, or interest on any of the DebenturesSections 5.1(a) and (b), (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that such direction shall not be in conflict with any rule or law or with this Indenture and, (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) a continuing default in the payment of principal of, of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on any of the Debentures, Securities or (b) a default in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security (or Preferred Security) affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions a) such direction shall not be in conflict with any rule of Section 6.1law or with this Indenture, and (b) the Trustee shall have the right to decline to follow may take any such direction if other action deemed proper by the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders which is not taking part in inconsistent with such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liabilitydirection. The holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding determined in accordance with Section 9.4 may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except (i) a default (a) in the payment of principal of, interest or premium, if any, on, or interest on any of the Debenturesprincipal of, the Securities, (bii) a failure by the Company to convert any Securities into Common Stock, (iii) a default in the payment of redemption price pursuant to Article III or repurchase price pursuant to Article XVI or (iv) a default in respect of covenants a covenant or provisions hereof which under Article XI cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust all Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverthen outstanding. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; 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 SectionSection 7.7, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuingcontinuing 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 Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, premiumof or interest (including Compounded Interest and Additional Sums, if any, or interest ) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, premiumof or interest (including Compounded Interest and Additional Sums, if any, or interest ) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected; PROVIDED, or (c) in respect of the covenants contained in Section 3.9; provided, howeverHOWEVER, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further; PROVIDED FURTHER, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee -------- ------- shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder -------- ------- of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default an Event of Default (a) specified in the payment of principal of, premium, if any, or interest on any of the DebenturesSections 5.1(a) and (b), (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; providedPROVIDED, howeverHOWEVER, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, providedPROVIDED, furtherFURTHER, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities at the time outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any an remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with Trustee, in respect to such Debenturesof the Securities; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking Holders that are entitled but fail to take part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders Holders of all of the Debentures Securities waive (or modify any previously granted waiver of) 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 of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder Holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.06; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the registered holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver or modification to such waiver shall not be effective until each registered holder of the Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver. Upon any such waiver, the default 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 Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust 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 with respect to such DebenturesDebt Securities; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as the case may be; provided, further, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.93.09; provided, however, that if the Debentures Debt Securities are held by the Trust or a trustee of such trustthe Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver or modification to such waiver shall not be effective until each holder of the Trust outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver. Upon any such waiver or modification to such waiver, the default Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver or modification to 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 SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the Stated Maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities at the time outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with Trustee, in respect to such Debenturesof the Securities; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking Holders that are entitled but fail to take part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders Holders of all of the Debentures Securities waive (or modify any previously granted waiver of) 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 of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder Holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.06; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the registered holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver or modification to such waiver shall not be effective until each registered holder of the Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver. Upon any such waiver, the default 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 Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that such direction shall not be in conflict with any rule or law or with this Indenture and, (subject to the provisions of Section 6.1SECTION 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Preferred Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSECTION 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; provided, however, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal of, premiumof or interest on (including Compounded Interest and Additional Sums, if any, or interest on ) any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to -------- ------- the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Securities of such series are held by the a Countrywide Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Countrywide Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Countrywide Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Guarantor, the Trustee and the holders of the Debentures Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default including any default established pursuant to Section 2.03 (or, in the case of an event specified in clause (c), (d) or (e) of Section 5.01, the holders of a majority in aggregate principal amount of all the Securities then outstanding (voting as one class) may waive such default or Event of Default), and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders of the Debentures Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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, Trustee or exercising any trust or power conferred on the Trustee with respect to such DebenturesTrustee; provided, however, PROVIDED that (subject to the provisions a) such direction shall not be in conflict with any rule of Section 6.1law or with this Indenture, (b) the Trustee shall have may take any other action which is not inconsistent with such direction, (c) the right to Trustee may decline to follow take any such direction if action that would benefit some Securityholders to the detriment of other Securityholders and (d) the Trustee shall determine may decline to take any action that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may determined in accordance with Section 7.04 may, on behalf of the holders of all of the Debentures Securities, waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except (i) a default (a) in the payment of Interest or the principal of, premium, if any, or interest on any of the DebenturesSecurities, (bii) a failure by the Company to convert any Securities into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 14, (iv) a default in the payment of the repurchase price pursuant to Article 14 or (v) a default in respect of covenants a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the holder holders of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust all Securities then outstanding or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiveraffected thereby. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securityholders 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities 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 Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) 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 with respect to such DebenturesDebt Securities; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Debt Securities are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section, said default or Event of Default shall for all purposes of the Debentures Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities at the time outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee Trustee, upon the advice of counsel, shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or 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 and/or Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; and provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.7, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities of any or all series affected (voting as one class) 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 with respect to such Debenturesseries; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Debt Securities, or of all the Debt Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Debt Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Debt Securities of such series are held by the a Summit Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Summit Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Summit Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.of

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust 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 with respect to such DebenturesDebt Securities; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as the case may be; provided, further, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.93.09; provided, however, that if the Debentures Debt Securities are held by the Trust or a trustee of such trustthe Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust the outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver or modification to such waiver shall not be effective until each holder of the Trust outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver. Upon any such waiver or modification to such waiver, the default Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver or modification to 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, said default Default or Event of Default shall for all purposes of the Debentures Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesSecurities; provided, however, that (subject to the provisions of Section 6.18.1 hereof) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 proceedings proceeding so directed would involve the Trustee in personal liabilityliability or would be unduly prejudicial to the rights of Securityholders not joining in such directions. The holders Holders of a majority in aggregate principal amount of the Debentures Securities of any series at the time outstanding may on behalf of the holders of all of the Debentures Holders of the Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, of or any premium or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee Securities of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverseries. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders Holders of the Debentures Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 7.7, said default or Event of Default shall for all purposes of the Debentures Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities of any or all series affected (voting as one class) 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 with respect to such Debenturesseries; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Debt Securities, or of all the Debt Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Debt Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Debt Securities of such series are held by the a National Commerce Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable National Commerce Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable National Commerce Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Debt Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of not less than a majority in aggregate principal amount of the Debentures affected (voting as one class) any series of Securities at the time outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to such DebenturesTrustee; provided, however, that (subject to the provisions a) such direction shall not be in conflict with any rule of Section 6.1law or with this Indenture, (b) the Trustee shall have may take any other action which is not inconsistent with such direction, (c) the right to Trustee may decline to follow take any action that would benefit some such direction if Securityholders to the detriment of other such Securityholders or otherwise be unduly prejudicial to such Securityholders not joining therein and (d) the Trustee shall determine may decline to take any action that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed 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 Holders of a majority in aggregate principal amount of the Debentures any series of Securities at the time outstanding may may, on behalf of the holders Holders of all of the Debentures such Securities, waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default hereunder and its consequences, consequences except (i) a default (a) in the payment of the principal ofof (including the Redemption Price upon redemption pursuant to Article III hereof), premium, if any, or interest on such Securities, unless such default has been cured and the Issuer or any Guarantor has deposited with the Trustee all required payments of the Debenturesprincipal of, premium, if any, and interest on such Securities (bprovided, however, that the Holders of a majority in aggregate principal amount of such Securities 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 covenants a covenant or provisions hereof which under Article IX hereof cannot be modified or amended without the consent of the holder Holders of all such Securities then outstanding or each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverSecurity affected thereby. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and Issuer, the CompanyGuarantors, the Trustee and the holders Holders of the Debentures such Securities 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 SectionSection 6.07, said default Default or Event of Default shall for all purposes of the Debentures such Securities 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 Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default an Event of Default (a) specified in the payment of principal of, premium, if anySections 5.1(a) and (b), or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities of any or all series affected (voting as one class) 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 with respect to such Debenturesseries; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Debt Securities, or of all the Debt Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Debt Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect default of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Debt Securities of such series are held by the a PXRE Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable PXRE Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable PXRE Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Debt Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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, Trustee or exercising any trust or power conferred on the Trustee with respect to such DebenturesTrustee; provided, however, provided that (subject to the provisions a) such direction shall not be in conflict with any rule of Section 6.1law or with this Indenture, (b) the Trustee shall have may take any other action which is not inconsistent with such direction, (c) the right to Trustee may decline to follow take any such direction if action that (i) would benefit some Securityholder to the detriment of other Securityholders; or (ii) for which the Trustee shall determine that the action so directed would be unjustly prejudicial has not received indemnity satisfactory to the holders not taking part in such direction or if it, and (d) the Trustee being advised by counsel determines may decline to take any action that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may determined in accordance with Section 7.04 may, on behalf of the holders of all of the Debentures Securities, waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except (i) a default (a) in the payment of principal of, Interest or premium, if any, on, or interest on the principal of, the Securities, (ii) a failure by the Company to convert any Securities into Common Shares, cash or a combination of cash and Common Shares, (iii) a default in the payment of the Debenturesredemption price pursuant to Article 14, (biv) a default in the payment of any repurchase price pursuant to Article 14 or (v) a default in respect of covenants a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of the holder holders of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust all Securities then outstanding or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiveraffected thereby. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities 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 Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any series 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 proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to such Debenturesthe Securities of that series; provided, however, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by its board of directors, executive committee, or a trust committee of directors and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities of any series, the holder of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all Securities of the Debentures that series waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default hereunder and its consequences, consequences except a default (a) Default in the payment of the principal of, of (or premium, if any) or interest, or interest if any, on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of that series (or in the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent delivery of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Capital Securities in exchange for any Securities of the Trust shall have consented to such waiverthat series when required). Upon any such waiver, waiver the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures such Securities 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 SectionSection 7.07, said default Default or Event of Default shall for all purposes of the Debentures Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing. Upon receipt by the Trustee of any such direction (including the waiver of a Default or Event of Default) with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining holders of outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the date the Trustee receives such direction. The holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such holders remain holders after such record date; provided, that unless such majority in aggregate principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any holder be cancelled and of no further effect.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any series 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 proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to such Debenturesthe Securities of that series; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Debentures Securities determined in accordance with Section 9.04 of that series at the time outstanding may on behalf of the holders of all Securities of the Debentures that series waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except a default (a) in the payment of the principal of, of (or premium, if any, ) or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverseries. Upon any such waiver, waiver the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 7.07, said default or Event of Default shall for all purposes of the Debentures Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any series 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 proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to such Debenturesthe Securities of that series; provided, however, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by a trust committee of Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Debentures Securities determined in accordance with Section 9.04 of that series at the time outstanding may on behalf of the holders of all Securities of the Debentures that series waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except a default (a) in the payment of the principal of, of (or premium, if any, ) or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverseries. Upon any such waiver, waiver the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 7.07, said default or Event of Default shall for all purposes Purposes of the Debentures Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the Form 10.Exhibit 4.1 provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) 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 with respect to such DebenturesDebt Securities; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.9; providedPROVIDED, howeverHOWEVER, that if the Debentures Debt Securities are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, providedPROVIDED, furtherFURTHER, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section, said default or Event of Default shall for all purposes of the Debentures Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities of any or all series affected (voting as one class) 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 with respect to such Debenturesseries; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Debt Securities, or of all the Debt Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Debt Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Debt Securities of such series are held by the a Mercantile Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Mercantile Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Mercantile Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Debt Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, -------- however, that (subject to the provisions of Section 6.16.01) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, ; provided further that if the consent of the holder of each -------- ------- outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal of, of (or premium, if any, ) or interest on (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) (and premium, if any) and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected; PROVIDED, or (c) in respect of the covenants contained in Section 3.9; provided, howeverHOWEVER, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; PROVIDED, provided, furtherFURTHER, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the -------- ------ Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, premiumof or interest (including Compounded Interest and Additional Sums, if any, or interest ) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by -------- ------- the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture -------- ------- Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, -------- however, that (subject to the provisions of Section 6.16.01) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, premiumof or interest (including Compounded Interest and Additional Sums, if any, or interest ) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty -------- ------- Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided -------- further, that if the consent of the holder of each outstanding Debenture Security is ------- required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine deter mine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default including any default estab lished pursuant to Section 2.03 and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.06; provided, however, that if the Debentures Securities of such series are held by the a NB Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable NB Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable NB Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities 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 impair any right consequent thereon. Upon any such waiver the Company, the Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.this

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of 28 such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder -------- ------- of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; provided, however, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debenture Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default or Event of Default (a) in the payment of principal of, premium, if any, of or interest Interest on any of the Debentures, Securities (unless such Default has been cured and a sum sufficient to pay all matured installments of Interest and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if where a consent under this Indenture would require the consent of holders of more than a majority of the holder aggregate of each outstanding Debenture is requiredthe Securities, such waiver shall not be effective until each holder the holders of at least the same proportion in the aggregate stated liquidation amount of Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Surplus 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 with Trustee, in respect to such Debenturesof the Surplus Notes; provided, however, that such direction shall not be in conflict with any rule or law or with this Indenture and that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking Holders that are entitled but fail to take part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Surplus Notes, the Holders of a majority in aggregate principal amount of the Debentures Surplus Notes at the time outstanding may on behalf of the holders Holders of all of the Debentures Surplus Notes waive (or modify any previously granted waiver of) 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 of the DebenturesSurplus Notes, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder Holder of each Debenture Surplus Note affected, or (c) in respect a default of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver3.07. Upon any such waiver, the default 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 Debentures Surplus 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Surplus Notes and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 Debt Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebt Trustee; provided, however, that (subject to the provisions of Section 6.1) the Debt Trustee shall have the right to decline to follow any such direction if the Debt Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debt Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debt Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debt Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default including any default established pursuant to Section 2.3 and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.6; provided, however, that if the Debentures Securities of such series are held by the a General Motors Capital Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable General Motors Capital Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable General Motors Capital Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debt Trustee and the holders of the Debentures Securities 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 impair any right consequent thereon. Upon any such waiver the Corporation, the Debt Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.7, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing. The foregoing provisions shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such sections are hereby expressly excluded from this Indenture and the Securities, as permitted by the Trust Indenture Act.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or all of the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, of or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the a Sterling Capital Trust or a trustee Property Trustee of such trustTrust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the applicable Sterling Capital Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Sterling Capital Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.7, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all the Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any series 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 proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to such Debenturesthe Securities of that series; provided, however, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by its board of directors, executive committee, or a trust committee of directors and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities of any series, the holder of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all Securities of the Debentures that series waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default hereunder and its consequences, consequences except a default (a) Default in the payment of the principal of, of (or premium, if any) or interest, or interest if any, on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of that series (or in the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent delivery of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Capital Securities in exchange for any Securities of the Trust shall have consented to such waiverthat series when required). Upon any such waiver, waiver the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures such Securities 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 SectionSection 7.07, said default Default or Event of Default shall for all purposes of the Debentures Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing. 43 36 Upon receipt by the Trustee of any such direction (including the waiver of a Default or Event of Default) with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining holders of outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the date the Trustee receives such direction. The holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such holders remain holders after such record date; provided, that unless such majority in aggregate principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any holder be cancelled and of no further effect.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal of, of (or premium, if any, ) or interest on (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) and principal (and premium, if any), due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected; PROVIDED, or (c) in respect of the covenants contained in Section 3.9; provided, howeverHOWEVER, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; PROVIDED, provided, furtherFURTHER, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, -------- however, that (subject to the provisions of Section 6.16.01) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder -------- ------- of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal ofof (or premium, if any) or interest on (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of the Securities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) and premium, if any, and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected; PROVIDED, or (c) in respect of the covenants contained in Section 3.9; provided, howeverHOWEVER, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; PROVIDED, provided, furtherFURTHER, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 Debt Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebt Trustee; provided, however, that (subject to the provisions of Section 6.1) the Debt Trustee shall have the right to decline to follow any such direction if the Debt Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debt Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debt Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debt Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default including any default established pursuant to Section 2.3 and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.amended

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine deter- mine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of DefaultDefault including any default established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities 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 impair any right consequent thereon. Upon any such waiver the Company, the Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.07, said such default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any or all 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Subject to Sections 7.01 and 7.02, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default including any default or Event of Default established pursuant to Section 2.03 (or, in the case of an event specified in clause (c), (d) or (e) of Section 7.01, the holders of a majority in aggregate principal amount of all the Securities then outstanding (voting as one class)) may waive such default or Event of Default, and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders of the Debentures Securities of that series (or of all Securities, as the case may be) 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 SectionSection 7.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with Trustee, in respect to such Debenturesof the Securities; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking Holders that are entitled but fail to take part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders Holders of all of the Debentures Securities waive (or modify any previously granted waiver of) 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 of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder Holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.06; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the registered holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver or modification to such waiver shall not be effective until each registered holder of the Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver. Upon any such waiver, the default 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 Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a xx x majority in aggregate principal amount of the Debentures affected (voting as one class) Securities at the time outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities aggregate liquidation amount of the Trust Securities shall have consented to such waiver or modification to such waiver, provided, further, ; provided further that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, provided however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to 39 48 the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default including any default established pursuant to Section 2.03 and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and waiver the Company, the Trustee and the holders of the Debentures Securities of that series (or of all Securities, as the case may be) 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, Section 5.07 said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default including any default estab- lished pursuant to Section 2.03 and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.07; provided, however, that if the Debentures Securities of such series are held by the a NB Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable NB Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable NB Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities 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 impair any right consequent thereon. Upon any such waiver the Company, the Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.07, said such default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with Trustee, in respect to such Debenturesof the Securities; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking Holders that are entitled but fail to take part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders Holders of all of the Debentures Securities waive (or modify any previously granted waiver of) 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 of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder Holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.06; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the registered holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver or modification to such waiver shall not be effective until each registered holder of the Trust Preferred Securities then outstanding of the Trust shall have consented to such waiver. Upon any such waiver, the default 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 Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject -------- ------- to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of -------- ------- the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, Redemption Price, Purchase Price, Change in Control Purchase Price or interest on any of the Debentures, Securities or delivery of Common Stock or other consideration upon conversion or purchase or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that (i) if the Xerox Funding Debentures or the Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver or amendment shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that or amendment or if the consent of the holder of each outstanding Debenture affected Security is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such waiver and (ii) if the Securities are held solely by Xerox Funding and no Trust Securities are outstanding, such waiver or modification or amendment shall not be effective until the holders of the Trust a majority in aggregate principal amount of Xerox Funding Debentures shall have consented to such waiver, modification or amendment or if the consent of the holder of each affected Security is required, such waiver, modification or amendment shall not be effective until each holder of the Xerox Funding Debentures shall have consented to such waiver, modification or amendment. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest and premium, if any, and principal due otherwise than by acceleration has been deposited with the Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default Default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, Debentures or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyBank, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust 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 with respect to such DebenturesDebt Securities; provided, however, 37 that if the Debt Securities are held by the Trust or a trustee of the Trust, such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as the case may be; provided, further, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, Debt Securities; (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Securityholder affected, ; or (c) in respect of the covenants contained in Section 3.93.09; provided, however, that if the Debentures Debt Securities are held by the Trust or a trustee of such trustthe Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver or modification to such waiver shall not be effective until each holder of the Trust outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver. Upon any such waiver or modification to such waiver, the default Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securityholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver or modification to 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, said default Default or Event of Default shall for all purposes of the Debentures Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust 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 with respect to such DebenturesDebt Securities; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as the case may be; provided, further, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect of the covenants contained in Section 3.93.09; provided, however, that if the Debentures Debt Securities are held by the Trust or a trustee of such trustthe Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust the outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver or modification to such waiver shall not be effective until each holder of the Trust outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver. Upon any such waiver or modification to such waiver, the default Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver or modification to 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, said default Default or Event of Default shall for all purposes of the Debentures Debt Securities and this Indenture indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of direc tors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) at the time <PAGE> 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, Default including any default estab- lished pursuant to Section 2.03 and its consequences, consequences except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.06; provided, however, that if the Debentures Securities of such series are held by the a Citicorp Capital Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Citicorp Capital Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder Holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Citicorp Capital Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities 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 impair any right consequent thereon. Upon any such waiver the Company, the Trustee and the holders of the Securities of that series (or of all Securities, as the case may be) 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.this

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Securities of any or all series affected (voting as one class) 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Securities, or of all the Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Securities of such series are held by the a Countrywide Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Countrywide Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Countrywide Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Guarantor, the Trustee and the holders of the Debentures Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; provided, however, that (subject to the provisions of Section 6.1) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal ofof or interest on (including Compounded Interest and Additional Sums, premiumif any) or Liquidated Damages, if any, or interest on any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.7, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities of any or all series affected (voting as one class) 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 with respect to such Debenturesseries; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of any series of the Debt Securities, or of all the Debt Securities, as the case may be, the holders of a majority in aggregate principal amount of the Debentures Debt Securities of that series at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities of such series waive (or modify any previously granted waiver of) any past default or Event of Default, including any default or Event of Default the conditions for the occurrence of which are established pursuant to Section 2.03, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the DebenturesDebt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Debt Security affected, or (c) in respect a default of the covenants contained in Section 3.93.08; provided, however, that if the Debentures Debt Securities of such series are held by the a Union Planters Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount liquidation preference of Trust Securities of the applicable Union Planters Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable Union Planters Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Debt Securities 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Debt Securities of that series (or of all Securities, as the case may be) and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate Liquidation Amount of the outstanding Capital Securities of the Trust shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such DebenturesDebt Securities; providedPROVIDED, howeverHOWEVER, that if the Debt Securities are held by the Trust or a trustee of the Trust, such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate Liquidation Amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as the case may be; PROVIDED, FURTHER, that (subject to the provisions of Section 6.16.01) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee in good faith shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Indenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability. The Prior to any declaration of acceleration, or IPSO FACTO acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debentures Debt Securities at the time outstanding may on behalf of the holders of all of the Debentures Debt Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.default:

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction action or proceeding so directed, if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which that cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture Indenture, and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver waiver, however, 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 SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; provided, however, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal of, of (or premium, if any, ,) or interest on (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) (and premium, if any) and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Guarantor, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) 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 with respect to such Debentures; provided, however, that (subject to -------- ------- the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of -------- ------- the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures 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, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that such direction shall not be in conflict with any rule or law or with this Indenture and, (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders Holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with Trustee, in respect to such Debenturesof the Securities; provided, however, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking Holders that are entitled but fail to take part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The holders Prior to any declaration accelerating the maturity of the Securities, the Holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders Holders of all of the Debentures Securities waive (or modify any previously granted waiver of) 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 of the DebenturesSecurities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder Holder of each Debenture Security affected, or (c) in respect a default of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver3.06. Upon any such waiver, the default 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 Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; providedPROVIDED, howeverHOWEVER, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected; PROVIDED, or (c) in respect of the covenants contained in Section 3.9; provided, howeverHOWEVER, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further; PROVIDED FURTHER, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; provided, however, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal ofof (or premium, if any) or interest on (including Compounded Interest and Additional Sums, if any) any of the Securities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) and premium, if any, and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities of any series 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 proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to such Debenturesthe Securities of that series; provided, however, that (subject to the provisions of Section 6.18.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Debentures Securities determined in accordance with Section 9.04 of that series at the time outstanding may on behalf of the holders of all Securities of the Debentures that series waive (or modify any previously granted waiver of) any past default or Event of Default, Default hereunder and its consequences, consequences except a default (a) in the payment of the principal of, of (or premium, if any, ) or interest on any of the Debentures, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiverseries. Upon any such waiver, waiver the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Trustee and the holders of the Debentures such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 7.07, said default or Event of Default shall for all purposes Purposes of the Debentures Securities of such series and this Indenture with respect to such Securities be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the provisions of Section 6.1-------- ------- 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that -------- ------- Property if the Debentures Securities are held by the Trust or a trustee of such trustTrustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the -------- ------- consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 Debenture Trustee, or exercising any trust or power conferred on the Trustee with respect to such DebenturesDebenture Trustee; provided, however, that (subject to the provisions of Section 6.16.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a the Debenture Trustee in good faith by one of its Responsible Officer of the Trustee Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default, Default and its consequences, consequences except a default Default (a) in the payment of principal of, of (or premium, if any, ) or interest on (including Compounded Interest and Additional Sums, if any) any of the DebenturesSecurities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) and principal (and premium, if any), due otherwise than by acceleration has been deposited with the Debenture Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, ; provided, further, that if the consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the CompanyCorporation, the Debenture Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default Default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, -------- however, that (subject to the provisions of Section 6.16.01) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, -------- however, that (subject to the provisions of Section 6.16.01) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures -------- ------- Securities are held by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, ; provided further, that if the -------- ------- consent of the holder of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) Securities 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 with respect to such DebenturesTrustee; provided, however, that (subject to the -------- ------- provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of 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 or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Debentures Securities at the time outstanding may on behalf of the holders of all of the Debentures Securities waive (or modify any previously granted waiver of) any past default or Event of Default, Default and its consequences, consequences except a default (a) in the payment of principal of, of or premium, if any, or interest on any of the Debentures, Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debenture Security affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the Debentures Securities are held -------- ------- by the Trust or a trustee of such trustProperty Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount aggregate liquidation amount of Trust Securities of the Trust shall have consented to such waiver or modification modifica- tion to such waiver, provided, ; provided further, that if the consent of the holder -------- ------- of each outstanding Debenture Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this SectionSection 5.07, said default or Event of Default shall for all purposes of the Debentures Securities and this Indenture be deemed to have been cured and to be not continuing.