Common use of Waiver of Past Default Clause in Contracts

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series 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 affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior to the declaration of the maturity of the Securities of such series as provided in Section 6.1 hereof, 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 hereunder and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series or in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that 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 impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such series at by written notice to the time Outstanding Trustee may on behalf of the Holders of all of the Securities of such series waive any past default hereunder an existing Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series Security as specified in Section 6.01(a) or (b), a default arising from failure to effect an Offer to Purchase required under Section 4.14 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02 and (ii) the Holder Holders of each Security affectedthree-fourths of the aggregate principal amount of Notes affected thereby, on behalf of all Holders, may waive a default arising from failure to effect an Offer to Purchase required under Section 4.14. The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of ss. 316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series 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 affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior to the declaration of the maturity of the Securities of such series as provided in Section 6.1 hereof, 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 hereunder and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series or in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that 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 impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofNotes, (i) the Holders of not less than a majority in aggregate principal amount of the Securities of such series at outstanding Notes by written notice to the time Outstanding Trustee may on behalf of the Holders of all of the Securities of such series waive any past default hereunder an existing Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series Note as specified in Section 6.01(a) or (b), a default arising from failure to effect an Offer to Purchase required under Section 4.14 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02 and (ii) the Holder Holders of each Security affectedthree-fourths of the aggregate principal amount of Notes affected thereby, on behalf of all Holders, may waive a default arising from failure to effect an Offer to Purchase required under Section 4.14. The Issuer shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the CompanyIssuer, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Notes, respectively; . This paragraph of this Section 6.04 shall be in lieu of ss. 316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Notes, but no such waiver shall extend to any subsequent or other default Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.08, method 2.09, 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any Security as specified in clauses (1) and (2) of the Securities of such series Section 6.01 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02. The Company shall deliver to the Holder Trustee an Officers’ Certificate stating that the requisite percentage of each Security affectedHolders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior to the declaration of the maturity of the Securities of such series as provided in Section 6.1 hereof10.02, the Holders of not less than a majority in aggregate principal amount of the Securities outstanding Notes by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any Notes. The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of the Securities Holders have consented to such waiver and attaching copies of such series or in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affectedconsents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Notes, respectively; . This paragraph of this Section 6.05 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Notes, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any Security as specified in clauses (1) and (2) of the Securities of such series Section 6.01 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02. The Company shall deliver to the Holder Trustee an Officers’ Certificate stating that the requisite percentage of each Security affectedHolders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of § 316(a)(l)(B) of the TIA and such § 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default continuing Default in the payment of the principal of (or premium, if any) , or interest or Liquidated Damages, if any, on any of the Securities of such series Security or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02 (and except for any failure to pay any amount owing to the Holder Trustee, or waiver of each Security affectedany covenant or other provision for the personal protection of the Trustee, without the Trustee's consent). The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of ss. 316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Subject to Sections 2.12, 6.07 and 10.02, prior to the declaration of accel- eration of the Securities, the Holders of not less than a ------------------------------------------ majority in aggregate aggre- gate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event of Default and its conse- quences, except a Default in the payment of principal of or interest or Addi- tional Interest on any Security as specified in clauses (1) and (2) of Section 6.01 or a Default in respect of any series at the time Outstanding shall have the right to direct the time, method and place term or provision of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines this Indenture that the action so directed may not lawfully be taken, amended or if modified without the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders consent of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior to the declaration of the maturity of the Securities of such series each Holder affected as provided in Section 6.1 hereof, 10.02. The Company shall deliver to the Trustee an Offi- cers' Certificate stating that the requisite percentage of Holders of a majority in aggregate principal amount of the Securities have con- sented to such waiver and attaching copies 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 hereunder and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series or in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affectedconsents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; respec- tively. This paragraph of this Section 6.04 shall be in lieu of (S) 316(a)(1)(B) of the TIA and such (S) 316(a)(1)(B) of the TIA is hereby ex- pressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising there- from shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon. Section 6.05.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.12, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee9.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceler- ation of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequencesconse- quences, except a default Default in the payment of the principal of (or premium, if any) or interest or Addi- tional Interest on any Security as specified in clauses (1) and (2) of the Securities of such series Section 6.01 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 9.02. The Company shall deliver to the Holder Trustee an Offi- cers' Certificate stating that the requisite percentage of each Security affectedHolders have con- sented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; respec- tively. This paragraph of this Section 6.04 shall be in lieu of (S) 316(a)(1)(B) of the TIA and such (S) 316(a)(1)(B) of the TIA is hereby ex- pressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising there- from shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.. 65

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior to the declaration of the maturity of the Securities of such series as provided in Section 6.1 hereof10.02, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or of, premium, if any) , on or interest on any Security as specified in clauses (i), (ii) and (iii) of Section 6.01. The Company shall deliver to the Securities Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such series or in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affectedconsents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequencesconsequences under this Indenture, except a default continuing Default or Event of Default in the payment of the principal of (or premium, if any) , or interest or Liquidated Damages, if any, on any Security or a Default or Event of the Securities of such series or Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02 (and except for any failure to pay any amount owing to the Holder Trustee, or waiver of each Security affectedany covenant or other provision for the personal protection of the Trustee, without the Trustee's consent). The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of ss. 316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders ------------------------------------------ of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series 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 affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selectioncounsel, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior to the declaration of the maturity of the Securities of such series as provided in Section 6.1 hereof, 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 hereunder and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series or in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that 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 impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee9.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any Security as specified in clauses (i), (ii) and (iii) of the Securities of such series Section 6.01 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 9.02. The Issuers shall deliver to the Holder Trustee an Officers' Certificate stating that the requisite percentage of each Security affectedHolders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the CompanyIssuers, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee9.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default continuing Default in the payment of the principal of (or premium, if any) , or interest or Additional Interest, if any, on any of the Securities of such series Security or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 9.02 (and except for any failure to pay any amount owing to the Holder Trustee, or waiver of each Security affectedany covenant or other provision for the personal protection of the Trustee, without the Trustee's consent). The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of ss. 316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such series at by written notice to the time Outstanding Trustee may on behalf of the Holders of all of the Securities of such series waive any past default hereunder an existing Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any of the Securities of such series Security as specified in Section 6.01(a) or (b), a default arising from failure to effect an Offer to Purchase required under Section 4.14 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02 and (ii) the Holder Holders of each Security affectedthree-fourths of the aggregate principal amount of Notes affected thereby, on behalf of all Holders, may waive a default arising from failure to effect an Offer to Purchase required under Section 4.14. The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; but no . This paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such waiver shall extend to any subsequent or other default or impair any right consequent thereonSection 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofSecurities, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or premium, if any) or interest on any Security as specified in clauses (a) and (b) of the Securities of such series Section 6.01 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02. The Company shall deliver to the Holder Trustee an Officers’ Certificate stating that the requisite percentage of each Security affectedHolders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Securities, respectively; . This paragraph of this Section 6.04 shall be in lieu of § 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Securities, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Securities, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.

Waiver of Past Default. The Holders of a ------------------------------------------ majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right Subject to direct the timeSections 2.09, method 6.07 and place of conducting any proceeding for any remedy available to the Trustee10.02, or exercising any trust or power conferred on the Trustee affecting the Securities of such series; provided, however, that, subject to the provisions of Section 7.1 hereof, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel of its selection, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or officers, determine that the action so directed would be unduly prejudicial to the Holders of the Securities of such series not taking part in such direction (it being understood that (subject to Section 7.1) the Trustee shall have no duty to ascertain whether or not such action is unduly prejudicial to such Holders) or would involve the Trustee in personal liability. Nothing in this Indenture shall impair the right of the Trustee to take any other action deemed reasonably proper by the Trustee which is not inconsistent with such direction. Prior prior to the declaration of the maturity acceleration of the Securities of such series as provided in Section 6.1 hereofNotes, the Holders of a majority in aggregate principal amount of the Securities outstanding Notes by written notice to the Trustee may waive an existing Default or Event 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 hereunder Default and its consequences, except a default Default in the payment of the principal of (or of, premium, if any) , or interest on any Note as specified in clauses (a) and (b) of the Securities of such series Section 6.01 or a Default in respect of a covenant any term or provision hereof which canof this Indenture that may not be amended or modified or amended without the consent of each Holder affected as provided in Section 10.02. The Company shall deliver to the Holder Trustee an Officers’ Certificate stating that the requisite percentage of each Security affectedHolders have consented to such waiver and attaching copies of such consents. In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of that series shall be restored to their former positions and rights hereunderhereunder and under the Notes, respectively; . This paragraph of this Section 6.04 shall be in lieu of § 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture and the Notes, but no such waiver shall extend to any subsequent or other default Default or Event of Default or impair any right consequent thereon.