Common use of Direction of Proceedings Clause in Contracts

Direction of Proceedings. The Holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding may on behalf of the Holders of all of the Securities of such series waive any past default or Event of Default hereunder and its consequences, except a default in the payment of principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Securities of such series or in respect of a covenant or provision hereof that may not be modified or amended without the consent of the Holders of each outstanding Security of such series affected. Upon any such waiver the Corporation, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. The Holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding may on behalf of the Holders of all of the Securities of such series waive any past default or Event of Default hereunder and its consequences, consequences except a default in the payment of principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Securities of such series or in respect of a covenant or provision hereof that which may not be modified or amended without the consent of the Holders of each outstanding Security of such series affected. Upon any such waiver the CorporationCompany, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. and Waiver of Defaults by -------------------------------------------------------- Majority of Securityholders. The Holders holders of a majority in aggregate principal ---------------------------- amount of the Securities of any or all series Debentures affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to such Debentures; provided, -------- however, that (i) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iiiSection 6.1) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee, Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel, counsel determines that the action or proceedings proceeding so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the The holders of a majority in aggregate principal amount of the Securities of such series Debentures at the time outstanding may on behalf of the Holders holders of all of the Securities of such series Debentures waive (or modify any previously granted waiver of) any past default or Event of Default hereunder Default, and its consequences, except a default (a) in the payment of principal of (of, premium, if any) or interest, if any, or Additional Amounts, if any, interest on any Securities of such series or the Debentures, (b) in respect of a covenant covenants or provision provisions hereof that may which cannot be modified or amended without the consent of the Holders holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the -------- ------- Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that -------- ------- if the consent of the holder of each outstanding Security Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such series affectedwaiver. Upon any such waiver waiver, the Corporationdefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the Holders holders of the Securities of such series Debentures shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06Section, said default or Event of Default shall for all purposes of the Securities of such series Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. The Holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel, counsel determines that the action or proceedings proceeding so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the The holders of a majority in aggregate principal amount of the Securities of such series Debentures at the time outstanding may on behalf of the Holders holders of all of the Securities of such series Debentures waive (or modify any previously granted waiver of) any past default or Event of Default hereunder Default, and its consequences, except a default (a) in the payment of principal of (of, premium, if any) or interest, if any, or Additional Amounts, if any, interest on any Securities of such series or the Debentures, (b) in respect of a covenant covenants or provision provisions hereof that may which cannot be modified or amended without the consent of the Holders holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the -------- ------- Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that -------- ------- if the consent of the holder of each outstanding Security Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such series affectedwaiver. Upon any such waiver waiver, the Corporationdefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the Holders holders of the Securities of such series Debentures shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06Section, said default or Event of Default shall for all purposes of the Securities of such series Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. and Waiver of Defaults by -------------------------------------------------- Majority of Debenture holders. The Holders holders of a majority in aggregate principal ----------------------------- amount of the Securities of any or all series affected (voting as one class) Debentures at the time outstanding determined in accordance with Section 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, however, that (i) such direction shall not be in conflict with any rule subject to -------- ------- the provisions of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iiiSection 7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being Trustee shall be advised by counsel, determines counsel that the action or proceedings proceeding so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee committee, or a trust committee of directors or trustees and/or responsible officers Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any seriesDebentures, the holders of a majority in aggregate principal amount of the Securities of such series Debentures at the time outstanding may on behalf of the Holders holders of all of the Securities of such series Debentures waive any past default or Event of Default hereunder and its consequences, consequences except a default in the payment of principal of (interest, or premium, if any) or interest, if anyon, or Additional Amountsthe principal of, if any, on any Securities of such series or in respect of a covenant or provision hereof that may not be modified or amended without the consent of the Holders of each outstanding Security of such series affectedDebentures. Upon any such waiver the CorporationCompany, the Trustee and the Holders holders of the Securities of such series Debentures shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.066.07, said default or Event of Default shall for all purposes of the Securities of such series Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. The Holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding may on behalf of the Holders of all of the Securities of such series waive any past default or Event of Default hereunder and its consequences, consequences except a default in the payment of principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Securities of such series or in respect of a covenant or provision hereof that which may not be modified or amended without the consent of the Holders of each outstanding Security of such series affected. Upon any such waiver the CorporationIssuer, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.067.06, said default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. The Holders of a majority in aggregate principal amount of the Debt Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that that: (i) such direction shall not be in conflict with any rule of law or with this Indenture, ; (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction direction; and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Debt Securities of any series, the holders of a majority in aggregate principal amount of the Debt Securities of such series at the time outstanding may on behalf of the Holders of all of the Debt Securities of such series waive any past default or Event of Default hereunder and its consequences, except a default in the payment of principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Debt Securities of such series or in respect of a covenant or provision hereof that may not be modified or amended without the consent of the Holders of each outstanding Debt Security of such series affected. Upon any such waiver the Corporation, the Trustee and the Holders of the Debt Securities of such series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Debt Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. and Waiver of Defaults by ------------------------------------------------------- Majority of Securityholders. The Holders holders of a majority in aggregate principal ---------------------------- amount of the Securities of any or all series Debentures affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to such Debentures; provided, -------- however, that (i) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iiiSection 6.1) the Trustee shall have ------- the right to decline to follow any such direction if the Trustee, Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel, counsel determines that the action or proceedings proceeding so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if a Responsible Officer of the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the The holders of a majority in aggregate principal amount of the Securities of such series Debentures at the time outstanding may on behalf of the Holders holders of all of the Securities of such series Debentures waive (or modify any previously granted waiver of) any past default or Event of Default hereunder Default, and its consequences, except a default (a) in the payment of principal of (of, premium, if any) or interest, if any, or Additional Amounts, if any, interest on any Securities of such series or the Debentures, (b) in respect of a covenant covenants or provision provisions hereof that may which cannot be modified or amended without the consent of the Holders holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; provided, however, that if the -------- ------- Debentures are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver, provided, further, that -------- ------- if the consent of the holder of each outstanding Security Debenture is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such series affectedwaiver. Upon any such waiver waiver, the Corporationdefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the Holders holders of the Securities of such series Debentures shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06Section, said default or Event of Default shall for all purposes of the Securities of such series Debentures and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings. The Holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed would be prejudicial to the Holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its board of directors or executive Executive committee or a trust committee of directors or trustees and/or responsible officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding may on behalf of the Holders of all of the Securities of such series waive any past default or Event of Default hereunder and its consequences, except a default in the payment of principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Securities of such series or in respect of a covenant or provision hereof that may not be modified or amended without the consent of the Holders of each outstanding Security of such series affected. Upon any such waiver the Corporation, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.