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

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, on behalf of the holders of all of the Notes, waive any past Default hereunder and its consequences except (i) a default in the payment of interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Whenever any Default hereunder shall have been waived as permitted by this Section 7.07, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and said 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 impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 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 in the payment of accrued and unpaid interest or accrued and unpaid Additional Interest, 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 7.01, (ii) a default in failure by the payment Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.09, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the a series of Notes at the time outstanding determined in accordance with Section 9.04 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 TrusteeTrustee with respect to such series; provided provided, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 6.01) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction, (c) direction if the Trustee may decline to take any shall determine that the action that so directed would benefit some Noteholders be unjustly prejudicial to the detriment of other Noteholders and (d) holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any not lawfully be taken or if the Trustee in good faith by one of its Responsible Officers shall determine that the action that or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the a series of Notes at the time outstanding determined in accordance with Section 9.04 may, Outstanding may on behalf of the holders of all of the Notes, Notes of such series waive any past existing Default hereunder or Event of Default with respect to such series and its consequences except (i) a default (a) in the payment of principal of or interest on, or the principal of, on any of the Notes when due which of such series (unless such default has not been cured pursuant and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the provisions of Section 7.01, (iiTrustee) a default in the payment of the prepayment price pursuant to Article 3, or (iiib) a default in respect of a covenant covenants or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders holder of each or all Notes then outstanding or affected therebyNote of such series affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the CompanyDefault or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Trustee and the holders of the Notes of such series shall be restored to their former positions and rights hereunder, respectively; and but no such waiver shall extend to any subsequent or other Default or Event of Default with respect to such series or impair any right consequent thereon. Whenever any Default or Event of Default hereunder with respect to a series of Notes shall have been waived as permitted by this Section 5.10, said Default or Event of Default shall for all purposes of the series of 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 impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, may on behalf of the holders of all of the Notes, Notes waive any past Default or Event of Default or rescind a declaration of acceleration hereunder and its consequences except (i) a default in the payment of premium, accrued and unpaid interest or any accrued and unpaid Extension Fee 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 7.01, (ii) an uncured failure by the Company to deliver cash, shares of Common Stock or a default in the payment combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 cannot be modified or amended without the consent of the holders each holder of an outstanding Note affected so long as, in each case, (x) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all Notes then outstanding existing Defaults and Events of Default (other than as a result of (i) or affected thereby. Whenever any Default hereunder shall (ii) above) that have become due solely by such declaration of acceleration, have been waived as permitted by this Section 7.07, cured or waived. Upon any such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.09, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders (a) The Holders of a majority in aggregate principal amount of the Notes 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 for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) if an Event of Default shall have occurred and be continuing with respect to more than one series of Notes, the Holders of a majority in aggregate principal amount of the Outstanding Notes of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Notes of any one of such series; provided, further, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture, ; and provided further that (bsubject to Section 9.01 hereof) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction, (c) direction if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) not lawfully be taken or if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Noteholders. (b) The holders Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding determined in accordance with Section 9.04 may, may on behalf of the holders of all of the Notes, Holders of the Notes of such series waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of principal of or any premium or interest on, or the principal of, on the Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected therebysuch series. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders Holders of the Notes of such series shall be restored to their former positions and rights hereunder; , respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Upon such waiver, such default shall cease to exist and said Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and not to be continuing, and any Event of Default arising therefrom shall be deemed to have been cured and not to be continuing, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 9.04 8.4) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 8.4) 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 in the payment of interest or premium, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01, or (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which that under Article 11 X cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected therebyoutstanding. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.7, the Company, the Trustee and the holders said default or Event of the Notes shall be restored to their former positions and rights hereunder; and said Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuingcontinuing and the Company, the Trustee and the holders of the Notes shall as reasonably possible be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 9.04 8.4) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 8.4) 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 in the payment of interest or premium, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a default in failure by the payment of Company to convert any Notes into Common Stock or cash, as the prepayment price pursuant to Article 3case may be, or (iii) a default in respect of a covenant or provisions hereof which that under Article 11 X cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected therebyoutstanding. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.7, the Company, the Trustee and the holders said default or Event of the Notes shall be restored to their former positions and rights hereunder; and said Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuingcontinuing and the Company, the Trustee and the holders of the Notes shall as reasonably possible be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, on behalf of the holders of all of the Notes, waive any past Default hereunder and its consequences except (i) a default in the payment of interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Whenever any Default hereunder shall have been waived as permitted by this Section 7.07, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and said 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 impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 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 in the payment of accrued and unpaid interest or accrued and unpaid Additional Interest, 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 7.01, (ii) a default in failure by the payment Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.09, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the a series of Notes at the time outstanding determined in accordance with Section 9.04 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 TrusteeTrustee with respect to such series; provided provided, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 6.01) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction, (c) direction if the Trustee may decline to take any shall determine that the action that so directed would benefit some Noteholders be unjustly prejudicial to the detriment of other Noteholders and (d) holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any not lawfully be taken or if the Trustee in good faith by one of its Responsible Officers shall determine that the action that or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the a series of Notes at the time outstanding determined in accordance with Section 9.04 may, Outstanding may on behalf of the holders of all of the Notes, Notes of such series waive any past existing Event of Default hereunder with respect to such series and its consequences except (i) a default (a) in the payment of principal of or interest on, or the principal of, on any of the Notes when due which of such series (unless such default has not been cured pursuant and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the provisions of Section 7.01, (iiTrustee) a default in the payment of the prepayment price pursuant to Article 3, or (iiib) a default in respect of a covenant covenants or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders holder of each or all Notes then outstanding or affected therebyNote of such series affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the CompanyEvent of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Trustee and the holders of the Notes of such series shall be restored to their former positions and rights hereunder, respectively; and but no such waiver shall extend to any subsequent or other Event of Default with respect to such series or impair any right consequent thereon. Whenever any Event of Default hereunder with respect to a series of Notes shall have been waived as permitted by this Section 5.10, said Event of Default shall for all purposes of the series of 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 impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may(including, without limitation, by consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) 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 in the payment of premium (including any Redemption Price, any Repurchase Price or any Fundamental Change Repurchase Price), if any, accrued and unpaid interest or accrued and unpaid Contingent Interest, if any, or accrued and unpaid Additional Interest, if any, on, or the principal of, the Notes when due which that has not been cured pursuant to the provisions of Section 7.01, (ii) a default in failure by the payment Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 7.04 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 7.04 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 in the payment of and accrued and unpaid interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.015.01, (ii) a default failure by the Company to deliver cash and, if applicable, shares of Common Stock (and cash in the payment lieu of fractional shares) upon conversion of the prepayment price pursuant to Article 3Notes, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 IX cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or Note affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and , 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 8.04 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 interest Interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a failure by the Company to convert any Notes into cash and, if applicable, Common Stock, (iii) a default in the payment of the prepayment redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 11 10 cannot be modified or amended without the consent of the holders of each or all of the Notes then outstanding or affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 8.04 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 in the payment of accrued and unpaid interest or accrued and unpaid Additional Interest, 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 7.016.01, (ii) a default in failure by the payment Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 9 cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 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 in the payment of premium, accrued and unpaid interest or accrued and unpaid Additional Interest, 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 7.01, (ii) a default failure by the Company to deliver cash and shares of Common Stock (or, at the Company’s election, cash in the payment lieu of some or all of such Common Stock) (or cash in lieu of fractional shares) upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 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 interest on, or the principal of, or interest (including Additional Interest, if any) on, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a failure by the Issuer to convert any Notes as required by this Indenture, (iii) a default in the payment of the prepayment redemption price on the Redemption Date pursuant to Article 3, (iv) a default in the payment of the Change in Control Purchase Price or the Optional Repurchase Price on the Change in Control Repurchase Date or an Optional Repurchase Date, as the case may be, pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 11 9 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or each Note affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the CompanyIssuer, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 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 in the payment of premium (including any Fundamental Change Repurchase Price) accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a default failure by the Company to deliver shares of Common Stock or cash and shares of Common Stock (or cash in the payment lieu of fractional shares) upon conversion of the prepayment price pursuant to Article 3, or Notes (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then such holder of an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The holders Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 may, may on behalf of the holders Holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except (i) with respect to a default Default described in the payment of interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.017.01(a)(i), (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in and rescind any such acceleration with respect to the Notes and its consequences if (i) rescission would not conflict with any judgment or decree of a covenant or provisions hereof which under Article 11 cannot be modified or amended without court of competent jurisdiction, (ii) all existing Events of Default, other than a Default with respect to the consent nonpayment of the holders principal of each and interest, as described in Section 7.01(i) and (ii) herein, on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and (iii) all Notes then outstanding fees and expenses of the Trustee have been paid. Upon any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or affected therebyother 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 7.07, the Company, the Trustee and the holders said Default or Event of the Notes shall be restored to their former positions and rights hereunder; and said 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 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 interest or premium, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a failure by the Company to convert any Notes pursuant to Article 15, (iii) a default in the payment of the prepayment redemption price pursuant to Article 3, 3 or (iiiiv) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 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 interest or Additional Interest, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a default in the payment of the prepayment price Redemption Price pursuant to Article 3, (iii) a default in the payment of the Designated Event Repurchase Price or Repurchase Price pursuant to Article 3 or (iiiiv) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The holders Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 may, may on behalf of the holders Holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except with respect to a Default described in Section 7.01(a)(i) or (ii) and rescind any such acceleration with respect to the Notes and its consequences if (i) rescission would not conflict with any judgment or decree of a default in the payment court of interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01competent jurisdiction, (ii) all existing Events of Default, other than a default in Default with respect to the payment nonpayment of the prepayment price pursuant to Article 3principal of and interest, as described in Section 7.01(i) and (ii) herein, on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent all fees and expenses of the holders Trustee have been paid. Upon any such waiver, the Company, the Trustee and the Holders 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 each Default or all Notes then outstanding or affected therebyimpair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, the Company, the Trustee and the holders said Default or Event of the Notes shall be restored to their former positions and rights hereunder; and said 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms The Holders of the Agreement, the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, that (a) such direction shall not be in conflict with any rule of law or with this Supplemental Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The holders Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 may, on behalf of the holders Holders of all of the Notes, waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of interest onthe principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes when due which has not been cured pursuant to (provided, however, that the provisions Holders of Section 7.01a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 9 of the Base Indenture cannot be modified or amended without the consent of the holders Holders of each or all Notes then outstanding or each Note affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the CompanyIssuer, the Trustee and the holders Holders of the Notes shall be restored to their former positions and rights hereunder; and but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said Default or Event of Default shall for all purposes of the Notes and this Supplemental Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 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 in the payment of accrued and unpaid interest or accrued and unpaid Additional Interest, 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 7.013.01, (ii) a default in failure by the payment Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 4 cannot be modified or amended without the consent of the holders each holder of each or all Notes then an outstanding or affected therebyNote affected. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 3.09, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 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 in the payment of accrued and unpaid interest on, or the principal (including any Fundamental Change Purchase Price and Changes in Canadian Tax Law Purchase Price, if applicable) of, the Notes when due which that has not been cured pursuant to the provisions of Section 7.01, 7.01 and (ii) a default in failure by the payment Company to deliver cash, Common Shares or a combination of cash and Common Shares, as applicable, upon conversion of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected therebyNotes. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 7.04 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action Holder or that would involve the Trustee in personal liability. The holders Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 7.04 may, on behalf of the holders Holders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default Default in the payment of interest accrued and unpaid Interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.015.01, (ii) a default in failure by the payment Company to deliver cash upon conversion of the prepayment price pursuant to Article 3Notes, or (iii) a default Default in respect of a covenant or provisions hereof which under Article 11 9 cannot be modified or amended without the consent of the holders each Holder of each or all Notes then an outstanding or Note affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders Holders of the Notes shall be restored to their former positions and rights hereunder; and , 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 5.08, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that the Trustee may refuse to follow any such direction that (a) such direction shall not be in conflict conflicts with any rule of law or with this Indenturethe indenture, (b) is unduly prejudicial to the Trustee may take any rights of other action which is not inconsistent with such directionholders of the Notes, or (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 8.04 may, on behalf of the holders of all of the Notes, waive any existing or past default or Event of Default hereunder and its consequences consequences, except (i) a default in the payment of interest or premium (if any) on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a failure by the Company to convert any Notes into Ordinary Shares, (iii) a default in the payment of the prepayment price Redemption Price pursuant to Article 3Section 3.03, (iv) a default in the payment of the Fundamental Change Repurchase Price pursuant to Section 3.04 or Company Repurchase Price pursuant to Section 3.05 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 11 10 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders The Noteholders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, may on behalf of the holders Noteholders of all of the Notes, Notes waive any past Default or Event of Default hereunder and its consequences except except: (i) a default in the payment of accrued and unpaid interest 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 7.01, ; (ii) a default in failure by the payment Company to deliver cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, upon conversion of the prepayment price pursuant to Article 3, Notes; or (iii) a default in respect of a covenant or provisions provision hereof which under Article 11 cannot be modified or amended without the consent of each holder of an outstanding Note affected. Upon any such waiver the holders Company, the Trustee and the 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 each Default or all Notes then outstanding or affected therebyimpair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, the Company, the Trustee and the holders said Default or Event of the Notes shall be restored to their former positions and rights hereunder; and said 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 Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding Outstanding, determined in accordance with Section 9.04 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; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 Outstanding determined in accordance with Section 9.04 may, 9.4 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 in the payment of interest or premium (including Liquidated Damages and Extension Fees), if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01due, (ii) a default in failure by the payment of the prepayment price pursuant Company to Article 3, convert any Notes into Common Stock or (iii) a default in respect of a covenant or provisions hereof which under Article 11 XI cannot be modified or amended without the consent of the all affected holders of each or all Notes then outstanding or affected therebyOutstanding. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 however, any such waiver shall be effective only in the specific instance and shall not extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 9.4 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 by the Company in the payment of interest or premium, if any, on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a default in failure by the payment of the prepayment price pursuant Company to Article 3, convert any Notes into Common Stock or (iii) a default by the Company in respect of a covenant or provisions provision hereof which under Article 11 XI cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.7, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the holders The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the Trustee; provided provided, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (bsubject to Section 9.1 hereof) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction, (c) direction if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders and (d) not lawfully be taken or if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action that or proceeding so directed would involve the Trustee in personal liabilityliability or would be unduly prejudicial to the rights of Noteholders not joining in such directions. The holders Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 may, may on behalf of the holders of all of the Notes, Holders of the Notes waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of principal of or any premium or interest on, or on the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a default in the payment of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected therebyNotes. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07, such waiver the Company, the Trustee and the holders Holders of the Notes shall be restored to their former positions and rights hereunder; and , 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 8.7, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action which deemed proper by the Trustee that is not inconsistent with such direction, (c) the . The Trustee may decline refuse to take follow any action direction that would benefit some Noteholders it determines is unduly prejudicial to the detriment rights of any other Noteholders and (d) the Trustee may decline to take any action 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 9.04 may, 8.04 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 on, or the principal (including any Redemption Price or Fundamental Change Purchase Price) of, the Notes when due which that has not been cured pursuant to the provisions of Section 7.01, 6.01 and (ii) a default failure by the Company to deliver cash or shares of Common Stock (together with cash in the payment lieu of fractional shares), as applicable, upon conversion of the prepayment price pursuant to Article 3, or (iii) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected therebyNotes. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Xxxxxx of Defaults by Majority of Noteholders. Subject to the terms of the Agreement, the The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders Noteholder to the detriment of other Noteholders and (d) the Trustee may decline to take any action 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 9.04 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 interest Interest on, or the principal of, the Notes when due which has not been cured pursuant to the provisions of Section 7.01Notes, (ii) a failure by the Company to convert any Notes into cash and, if applicable, Common Stock, (iii) a default in the payment of the prepayment redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (iiiv) a default in respect of a covenant or provisions hereof which under Article 11 cannot be modified or amended without the consent of the holders of each or all of the Notes then outstanding or affected thereby. Whenever Upon any Default hereunder shall have been waived as permitted by this Section 7.07such waiver, the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder; and 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 7.07, 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.