Common use of Proceedings by Holders Clause in Contracts

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.08, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (includingor interest when due, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein hereinbefore provided; (b) Holders of at least 2530% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate in principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.086.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price, if applicable, the Redemption Price and the Make-Whole Amount) of, (y) accrued and unpaid interest on, and (yz) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or deliverydeliver, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in equity, or in bankruptcy or otherwise, upon or under or with respect to this IndentureTrust Agreement, or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: : (a) such Holder previously shall have given to the Trustee written notice of an a Lease Event of Default and of the continuance continuation thereof, as herein provided; ; (b) the Requisite Holders of at least 25% in aggregate principal amount or all of the Notes then outstanding Holders, as applicable, shall have made written request upon to the Trustee to institute such action, suit action or proceeding in its own name as Trustee hereunder; (c) such Holders hereunder and shall have offered to the Trustee such security or reasonable indemnity reasonably satisfactory to as it may require against any lossthe costs, liability or expense expenses and liabilities to be incurred therein or thereby; ; and (dc) the Trustee for 60 30 days after its receipt of such notice, request and offer of such security or indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceeding; and (e) proceeding and no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.08, Trustee; it being understood and intended, and being expressly covenanted by the taker and each Holder of every Note with every each other taker and Holder and the Trustee Trustee, that no one or more Holders Holder shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, Holder or to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this IndentureTrust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right shall not be impaired or affected without the consent of such HolderHolders.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration cash due upon conversionexchange, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (d) the Trustee Trustee, for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have has neglected or refused to institute any such action, suit or proceeding; and (e) no the Holders of a majority of the aggregate principal amount of the Notes then outstanding have not given the Trustee a direction pursuant to Section 6.09 that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.08period, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) accrued and unpaid interest, if any, on, and (z) the consideration cash due upon conversion exchange of, such NoteNote (including, for the avoidance of doubt, all related Additional Amounts, if applicable), on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price and the Tax Redemption Price) ), premium or the right to receive payment or delivery of the consideration due upon conversioninterest when due, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered offered, and, if requested, provided, to the Trustee such security or indemnity reasonably satisfactory to it the Trustee against any loss, liability or expense to be incurred therein or thereby; (d) the Trustee for 60 thirty (30) days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-thirty (30) day period pursuant to Section 6.086.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are prejudicial to any other Holder), or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price and the Tax Redemption Price, if applicable, the Redemption Price and the Make-Whole Amount) of, accrued and (y) the consideration due upon conversion ofunpaid interest, if any, on, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or and the contractual right to institute suit for the enforcement of any such payment or delivery, as the case may bepayment, on or after such respective dates against the Companydates, which right shall not be impaired or affected amended without the consent of such each Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration cash due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense all losses and expenses to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.086.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) accrued and unpaid interest, if any, on, and (z) the consideration cash due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note shall have any right by virtue of or by availing of reference to any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: except in the case of a default in the payment of principal, premium, if any, or interest on the Debt Securities of such series, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein hereinbefore provided; , (b) the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Notes Debt Securities of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders hereunder and shall have offered to the Trustee such security or indemnity reasonably satisfactory to as it may require against any lossthe costs, liability liabilities or expense expenses to be incurred therein or thereby; , (dc) the Trustee for 60 ninety (90) calendar days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and proceeding and (ed) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.08, 6.07 hereof; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security with every other taker and Holder and the Trustee Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by availing of reference to any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right shall not be impaired or affected without the consent of such Holder.disturb

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note Security shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) unless such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as herein hereinbefore provided; (b) , and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Securities then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders hereunder and shall have offered to the Trustee such security or reasonable indemnity reasonably satisfactory to as it may require against any lossthe costs, liability or expense expenses and liabilities to be incurred therein or thereby; (d) , and the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and proceeding (e) and no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.087.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee Trustee, that no one or more Holders of Securities shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right shall not be impaired or affected without the consent of such HolderSecurities.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or in bankruptcy or otherwise upon, under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) unless such Holder Xxxxxx previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as herein hereinbefore provided; (b) , and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders hereunder and shall have offered to (and if requested, provided to) the Trustee such security or reasonable indemnity reasonably satisfactory to as it may require against any lossthe costs, liability or expense expenses and liabilities to be incurred therein or thereby; (d) , and the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and proceeding (e) and no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.087.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of every series with every other taker and Holder and the Trustee Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right shall not be impaired or affected without the consent of such HolderNotes.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) : such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) ; Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) ; such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (d) ; the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) and no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.086.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein) (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price, if applicable, the Redemption Price and the Make-Whole Amount) of, (y) accrued and unpaid interest, if any, on, and (yz) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note Notes then outstanding shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunderhereunder or thereunder, unless: unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of Default, (ii) the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall hereunder and have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; expense, (diii) the Trustee for 60 days Trustee, after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and proceeding for 60 days, and (eiv) no direction that, in the opinion of the Trustee, is inconsistent with during such written request shall have been given to the Trustee by 60-day period the Holders of a majority of the in aggregate principal amount of the outstanding Notes then outstanding within such 60-day period pursuant to Section 6.08do not give the Trustee a direction inconsistent with the request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision Indenture, the right of any Note, each Holder shall have the right of any Note to receive payment or delivery, as the case may be, of (x) the principal (includingof and interest, if applicableany, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, on such Note, on or after the respective due dates expressed or provided for in such Note or in this IndentureIndenture and such Note, or to institute suit for the enforcement of any such payment or delivery, as the case may be, any right to convert on or after such respective dates against or to convert its Notes in accordance with the Company, which right Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note Notes then outstanding shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunderhereunder or thereunder, unless: unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of Default, (ii) the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; , (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (diii) the Trustee for 60 days Trustee, after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and proceeding for 60 days, and (eiv) no direction that, in the opinion of the Trustee, is inconsistent with during such written request shall have been given to the Trustee by 60-day period the Holders of a majority of the in aggregate principal amount of the outstanding Notes then outstanding within such 60-day period pursuant to Section 6.08do not give the Trustee a direction inconsistent with the request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision Indenture, the right of any Note, each Holder shall have the right of any Note to receive payment or delivery, as the case may be, of (x) the principal (includingof and interest, if applicableany, the Redemption Price and the Make-Whole Amount) ofContingent Interest, if any, and (y) the consideration due upon conversion ofLiquidated Damages, if any, on such Note, on or after the respective due dates expressed or provided for in such Note or in this IndentureIndenture and such Note, or to institute suit for the enforcement of any such payment or delivery, as the case may be, any right to convert on or after such respective dates against or to convert its Notes in accordance with the Company, which right Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversion, no No Holder of any Note Notes then outstanding shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunderhereunder or thereunder, unless: unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of Default, (ii) the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; , (ciii) such Holder or Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it the Trustee against any lossthe costs, liability or expense expenses and liabilities to be incurred therein or thereby; in compliance with such request, (div) the Trustee for 60 days Trustee, after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and proceeding for 60 days, and (ev) no direction that, in the opinion of the Trustee, is inconsistent with during such written request shall have been given to the Trustee by 60-day period the Holders of a majority of the in aggregate principal amount of the outstanding Notes then outstanding within such 60-day period pursuant to Section 6.08do not give the Trustee a direction inconsistent with the request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision Indenture, however, but subject to Article XII, the right of any Note, each Holder shall have the right of any Note to receive payment or delivery, as the case may be, of (x) the principal (includingof and interest, if applicableany, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion of, on such Note, on or after the respective due dates expressed or provided for in such Note or in this IndentureIndenture and such Note, or to institute suit for the enforcement of any such payment or delivery, as the case may be, any right to convert on or after such respective dates against or to convert its Notes in accordance with the Company, which right Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price) or the right to receive payment or delivery of the consideration due upon conversioninterest when due, no Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided, with respect to such series of Notes; (b) Holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) hereunder and such Holders shall have offered offered, and if requested, provided, to the Trustee such security or and/or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (dc) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding with respect to such series of Notes; and (ed) no direction that, in the opinion of the Trustee, that is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes with respect to such series then outstanding Outstanding within such 60-day period pursuant to Section 6.08‎Section 6.10, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of such series with every other taker and Holder of such series of Notes and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this the Indenture to affect, disturb or prejudice the rights of any other Holder of such series of Notes (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder), or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of such series of Notes (except as otherwise provided herein). For the protection and enforcement of this Section 6.05‎Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this the Indenture and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) the consideration due upon conversion ofpremium, if any, and accrued and unpaid interest, if any, on, such Note, on or after the respective due dates expressed or provided for in such Note or in this the Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment on or after such respective dates against the Company, which right shall not be impaired or of affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration cash due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.086.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) accrued and unpaid interest, if any, on, and (z) the consideration cash due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration cash due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein hereinbefore provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate in principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.086.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.056.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (includingincluding the Fundamental Change Repurchase Price, if applicable, the Redemption Price and the Make-Whole Amount) of, and (y) accrued and unpaid interest on, and (z) the consideration cash due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, including the Redemption Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any losscost, liability or expense to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused failed to institute any such action, suit or proceeding; and (e) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.085.10, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this the Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.055.07, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this the Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal (including, if applicable, including the Redemption Price and the Make-Whole AmountFundamental Change Repurchase Price) of, (y) accrued and unpaid interest, if any, on, and (yz) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this the Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company, which right Company shall not be impaired or affected without the consent of such Holder.