Common use of Direction of Proceedings and Waiver of Defaults by Majority 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 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; 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, 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 Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Securities at the time outstanding may on behalf of the holders of all of the Securities waive any past default or Event of Default and its consequences except a default (a) in the payment of principal of or premium, if any, or interest on any of the Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Security affected; provided, however, that if the Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; and provided further, that if the consent of the holder of each outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities 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 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 impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.7, said default or Event of Default shall for all purposes of the 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 Debt Securities affected 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 TrusteeTrustee with respect to such Debt 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, upon the advice of counsel, 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 Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may on behalf of the holders of all of the Debt Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default and its consequences consequences, except a default (a) in the payment of principal of or premium, if any, or interest on any of the Securities or Debt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained in Section 3.09; provided, however, that if the Debt Securities are held by the Property TrusteeTrust or a trustee of the Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust Securities shall have consented to such waiver or modification to such waiver; and provided provided, further, that if the consent of the holder of each outstanding Debt Security is required, such waiver or modification to such waiver shall not be effective until each holder of the outstanding Capital Securities of the Trust Securities 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 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 5.7Section, said default Default or Event of Default shall for all purposes of the 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 SecurityholdersNoteholders. ------------------ The holders of a majority in aggregate principal amount of the Securities ----------- Notes at the time outstanding determined in accordance with Section 8.04 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; provided, however, that (subject to the provisions of Section 6.17.01) -------- ------- the Trustee shall have the right to decline to follow any such direction if the Trustee, upon the advice of counsel, 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 the Trustee, Trustee in good faith, faith by its board of directors or trustees, executive committee committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would could involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the SecuritiesNotes, the holders of a majority in aggregate principal amount of the Securities Notes at the time outstanding may on behalf of the holders of all of the Securities Notes waive any past default or Event of Default hereunder and its consequences except a default (a) in the payment of principal of interest, or premium, if any, on, or interest on any of the Securities or (b) in respect of covenants or provisions hereof which cannot be modified or amended without principal of, the consent of the holder of each Security affected; provided, however, that if the Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; and provided further, that if the consent of the holder of each outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such waiverNotes. 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 Securities Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.76.07, said default or Event of Default shall for all purposes of the Securities 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 SecurityholdersNoteholders. ------------------ The holders of a majority in aggregate principal amount of the Securities -------------- Notes at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee; 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 and (c) the right to Trustee may decline to follow take any such direction if the Trustee, upon the advice of counsel, shall determine action that the action so directed would be unjustly prejudicial benefit some Noteholder 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 detriment 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 liabilityother Noteholders. Prior to any declaration accelerating the maturity of the Securities, the The holders of a majority in aggregate principal amount of the Securities Notes at the time outstanding may determined in accordance with Section 9.4 may, on behalf of the holders of all of the Securities Notes, waive any past default or Event of Default hereunder and its consequences except (i) a default (a) in the payment of principal of interest (including Liquidated Damages, if any) or premium, if any, on, or interest on the principal of, the Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of the Securities redemption price pursuant to Article Three or (biv) a default in respect of covenants a covenant or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holder holders of each Security affected; provided, however, that if the Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver all Notes then outstanding or modification to such waiver; and provided further, that if the consent of the holder of each outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities 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 Securities Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.77.7, said default or Event of Default shall for all purposes of the Securities Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority. of Securityholders. ------------------ The holders of a majority in aggregate principal amount of the 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 Debenture Trustee, or exercising any trust or power conferred on the Debenture 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 Trustee, upon the advice of counsel, 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 Trustee, Debenture Trustee in good faith, faith by one of 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 Debenture Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Securities at the time outstanding may on behalf of the holders of all of the Securities waive any past default Default or Event of Default and its consequences except a default Default (a) in the payment of principal of or premiuminterest on (including Compounded Interest and Additional Sums, if any, or interest 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 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 Security affected; provided, however, that if the Securities are held by the Property -------- ------- Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; and provided provided, further, that if the consent of the -------- ------- holder of each outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities 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 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 impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 5.75.07, said default Default or Event of Default shall for all purposes of the 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 Securities at the time outstanding determined in accordance with Section 9.4 ----------- shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee; 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 the Trustee, upon the advice of counsel, shall determine that the other action so directed would be unjustly prejudicial to the holders not taking part in such direction or if deemed proper by the Trustee being advised by counsel determines that the action or proceeding so directed may which is not lawfully be taken or if the Trustee, in good faith, by its board of directors or trustees, executive committee or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liabilityinconsistent with such direction. Prior to any declaration accelerating the maturity of the Securities, the The holders of a majority in aggregate principal amount of the Securities at the time outstanding determined in accordance with Section 9.4 may on behalf of the holders of all of the ----------- Securities waive any past default or Event of Default hereunder and its 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 Stock, (iii) a default in the payment of the Securities redemption price pursuant to Article III or repurchase price pursuant to Article ----------- ------- XVI or (biv) 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 Security affected; provided, however, that if the Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust ---------- all Securities shall have consented to such waiver or modification to such waiver; and provided further, that if the consent of the holder of each outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities 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 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 Section 5.77.7, said default or Event of Default shall for all purposes of the ----------- 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 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 Debenture Trustee, or exercising any trust or power conferred on the Debenture 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 Trustee, upon the advice of counsel, 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 Trustee, Debenture Trustee in good faith, faith by one of 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 Debenture Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities, the holders of a majority in aggregate principal amount of the Securities at the time outstanding may on behalf of the holders of all of the Securities waive any past default Default or Event of Default and its consequences except a default Default (a) in the payment of principal of or premiuminterest on (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, or interest 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 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 Security affected; provided, however, that if the -------- ------- Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; and provided provided, further, that if the consent of the -------- ------- holder of each outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities 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 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 impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 5.75.07, said default Default or Event of Default shall for all purposes of the Securities and this Indenture be deemed to have been cured and to be not continuing.