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

Direction of Proceedings and Wxxxxx of Defaults by Majority of Noteholders. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 shall have the right to direct the time, method, 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 Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, on behalf of the holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a Default in the payment of accrued and unpaid interest (including Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 5.01, (ii) a failure by the Company to deliver cash and, if applicable, shares of Common Stock (and cash in lieu of fractional shares) upon conversion of the Notes, or (iii) a Default in respect of a covenant or provisions hereof which under Article 9 cannot be modified or amended without the consent of each holder of an outstanding Note affected thereby. Upon any such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Wxxxxx of Defaults by Majority of Noteholders. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 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 or for exercising any trust or power conferred on the Trustee with respect to NotesTrustee; provided, however, provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. The direction and (c) the Trustee may refuse decline to follow take any direction action that it the Trustee determines is unduly prejudicial in its reasonable discretion would benefit some Noteholder to the rights detriment of any other holder Noteholders or that would involve of the Trustee in personal liabilityTrustee. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 8.04 may, on behalf of the holders of all of the Notes Notes, waive any past Default or existing default or Event of Default hereunder and its consequences except (i) a Default past or existing default in the payment of accrued and unpaid interest (including Additional Interest, if any) or Extension Fees or Additional Extension Feespremium, if any, on, or the principal of, the Notes when due which has not been cured pursuant (including in connection with an offer to purchase); provided, however, that holders of a majority in aggregate principal amount of the provisions of then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration in accordance with Section 5.016.01, (ii) a failure by the Company to deliver convert any Notes into Common Stock, cash andor a combination of cash and Common Stock, if applicable, shares of Common Stock (and cash in lieu of fractional shares) upon conversion of the Notes, or (iii) a Default default in the payment of the purchase price pursuant to Article 3 or (iv) a default in respect of a covenant or provisions hereof which under Article 9 10 cannot be modified or amended without the consent of the holders of each holder of an or all Notes then outstanding Note or affected thereby. Upon any such waiver waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, ; but no such waiver shall extend to any subsequent or other Default default or Event of Default or impair any right consequent thereon. Whenever any Default default or Event of Default hereunder shall have been cured or waived as permitted by this Section 5.076.07, said Default default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuingcontinuing for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Wxxxxx of Defaults by Majority of Noteholders. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 12.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to NotesTrustee; provided, however, provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. The , (c) the Trustee may refuse decline to follow take any direction action that it determines is unduly prejudicial would benefit some Noteholder to the rights detriment of other Noteholders and (d) the Trustee may decline to take any other holder or action that would involve the Trustee in personal liability. The Subject to Section 6.01, the holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 12.04 may, on behalf of the holders of all of the Notes Notes, waive any past Default or Event of Default hereunder and its consequences except (i) a Default default in the payment of accrued and unpaid interest (including Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, Interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 5.01Notes, (ii) a failure by the Company to deliver cash andconvert any Notes into Common Stock, if applicable, shares of Common Stock (and cash in lieu of fractional shares) upon conversion of the Notes, or (iii) a Default default in the payment of the purchase price pursuant to Section 3.02, (iv) a default in the payment of the repurchase price pursuant to Section 3.03 or (v) a default in respect of a covenant or provisions hereof which under Article 9 8 cannot be modified or amended without the consent of the holders of each holder or all of an the Notes then outstanding Note or affected thereby. Upon any such waiver waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.07Section, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Wxxxxx of Defaults by Majority of Noteholders. The holders Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 9.4 shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to NotesTrustee; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or any Security Document, expose the Trustee to personal liability or be unduly prejudicial to Holders not joining therein, and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. The holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, 9.4 may on behalf of the holders of all of the Notes waive any past Default default or Event of Default hereunder and its consequences except (i) a Default default in the payment of accrued and unpaid interest (including Additional Interest, if any) or Extension Fees or Additional Extension Feespremium, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 5.01due, (ii) a failure by the Company to deliver cash and, if applicable, shares of convert any Notes into Common Stock (and cash in lieu of fractional shares) upon conversion of the Notes, or (iii) a Default default in respect of a covenant or provisions hereof which under Article 9 XI cannot be modified or amended without the consent of each holder all affected holders of an outstanding Note affected therebyNotes then outstanding. Upon any such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, ; said Default default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Wxxxxx of Defaults by Majority of Noteholders. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 may, may on behalf of the holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a Default default in the payment of accrued and unpaid interest (including or accrued and unpaid Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Notes when due which that has not been cured pursuant to the provisions of Section 5.013.01, (ii) a failure by the Company to deliver cash and, if applicablecash, shares of Common Stock (or a combination of cash and cash in lieu shares of fractional shares) Common Stock, as applicable, upon conversion of the Notes, Notes or (iii) a Default default in respect of a covenant or provisions provision hereof which under Article 9 4 cannot be modified or amended without the consent of each holder of an outstanding Note affected therebyaffected. Upon any such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.073.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Wxxxxx of Defaults by Majority of Noteholders. The holders Noteholders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 7.04 9.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other holder Noteholder or that would involve the Trustee in personal liability. The holders Noteholders of a majority in aggregate principal amount of the Notes at the time outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) determined in accordance with Section 7.04 may, 9.04 may on behalf of the holders Noteholders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except except: (i) a Default default in the payment of accrued and unpaid interest (including Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Notes when due which that has not been cured pursuant to the provisions of Section 5.01, 7.01; (ii) a failure by the Company to deliver cash and, if applicablecash, shares of Common Stock (or a combination of cash and cash in lieu shares of fractional shares) Common Stock, as applicable, upon conversion of the Notes, ; or (iii) a Default default in respect of a covenant or provisions provision hereof which under Article 9 11 cannot be modified or amended without the consent of each holder of an outstanding Note affected therebyaffected. Upon any such waiver the Company, the Trustee and the holders of the Notes Noteholders shall be restored to their former positions and rights hereunder, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.077.07, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.