Common use of Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders Clause in Contracts

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that under Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures of any and all series affected (voting as one class) at the time Outstanding determined in accordance with Section 10.04 outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 6.01) the Trustee may take shall have the right to decline to follow any other action that is not inconsistent with such direction, (c) direction if the Trustee may decline to take any shall determine that the action that so directed would benefit some Debentureholder be unjustly prejudicial to the detriment of other Debentureholders and (d) holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any not lawfully be taken or if the Trustee in good faith by one of its Responsible Officers shall determine that the action that, in the reasonable opinion of the trustee, could reasonably be expected to or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of a series of Debentures of a series, the holders of a majority in aggregate principal amount of the Debentures that series of Debentures, at the time Outstanding determined in accordance with Section 10.04 may, outstanding may on behalf of the holders of all of the Debentures, that series of Debentures waive any past default Default or Event of Default hereunder and its consequences except a Default (ia) a default in the payment of principal of or interest on (including Compounded Interest onand Additional Sums, or the principal of, the Debentures, (iiif any) a failure by the Company to convert on any Debentures into Common Stockof that series (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, (iiiif any) a default in and principal, due otherwise than by acceleration has been deposited with the payment of the redemption price pursuant to Article 3, (ivTrustee) a default in the payment of the repurchase price pursuant to Article 3 or (vb) a default in respect of a covenant covenants or provisions hereof that under Article 12 which cannot be modified or amended without the consent of the holder of each Debenture of that series affected; provided, however, that if the Debentures of a series are held by a Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of the Preferred Securities of that Trust shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the Holder of each or all Debentures then Outstanding or affected therebyoutstanding Debenture of that series is required, such waiver shall not be effective until each holder of the Preferred Securities of that Trust shall have consented to such waiver. Upon any such waiver, the Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders Holders of the Debentures 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 Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 8.075.08, said default Default or Event of Default shall for all purposes of the Debentures of that series and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Junior Subordinated Debentures at the time Outstanding determined in accordance with Section 10.04 outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee; provided provided, however, that (asubject to the provisions of Section 6.01) the Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall not determine that the action so directed would be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder unjustly prejudicial to the detriment holders not taking part in such direction or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Debenture Trustee in good faith by its board of other Debentureholders and (d) directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to or proceedings so directed would involve the Debenture Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Junior Subordinated Debentures, the holders of a majority in aggregate principal amount of the Junior Subordinated Debentures at the time Outstanding determined in accordance with Section 10.04 may, outstanding may on behalf of the holders of all of the Debentures, Junior Subordinated Debentures waive any past default or Debenture Event of Default hereunder and its consequences except (i) a default (a) in the payment of principal of (or premium, if any, on) or interest on (including Compounded Interest onand Additional Sums, if any) or the principal ofLiquidated Damages, the Debenturesif any, (ii) a failure by the Company to convert on any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant Junior Subordinated Debentures (unless such default has been cured and a sum sufficient to Article 3pay all matured installments of interest (including Compounded Interest and Additional Sums, if any) (ivand premium, if any) a default in and principal due otherwise than by acceleration has been deposited with the payment of the repurchase price pursuant to Article 3 Debenture Trustee) or (vb) a default in respect of a covenant covenants or provisions hereof that under Article 12 which cannot be modified or amended without the consent of the holder of each Junior Subordinated Debenture affected; provided, however, that if the Junior Subordinated Debentures are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; provided further, that if the consent of the holder of each or all Debentures then Outstanding or affected therebyoutstanding Junior Subordinated Debenture is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such waiver. Upon any such waiver, the Companydefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Debenture Trustee and the holders of the Junior Subordinated Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Debenture Event of Default hereunder shall have been waived as permitted by this Section 8.075.07, said default or Debenture Event of Default shall for all purposes of the Junior Subordinated Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action that deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, 9.4 may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, Stock or (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 XI cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or outstanding affected thereby. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.7, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 8.1) the Trustee may take shall have the right to decline to follow any other action that is not inconsistent with such direction, (c) direction if the Trustee shall be advised by counsel that the action or proceeding so directed may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) not lawfully be taken or if the Trustee may decline to take any in good faith by its board of directors or executive committee, or a trust committee of directors and/or Responsible Officers shall determine that the action that, in the reasonable opinion of the trustee, or proceedings so directed could reasonably be expected to involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debentures, the holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 may, outstanding may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption or repayment price pursuant to Article 3, III or (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 XI cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected therebyoutstanding. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.7, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders Holders of not less than a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to that would involve the Trustee in personal liability. The holders Holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 outstanding may, on behalf of the holders Holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest onthe principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3), premium, if any, or the principal of, interest on the Debentures, (ii) a failure by the Company Issuer to convert exchange any Debentures into Common Stockas required by this Indenture, (iii) a default in the payment of the redemption price Redemption Price on the Redemption Date pursuant to Article 3, (iv) a default in the payment of the repurchase price on the Designated Event Repurchase Date or the Repurchase Date pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 9 cannot be modified or amended without the consent of the holders Holders of each or all Debentures then Outstanding outstanding or each Debenture affected thereby. Upon any such waiver, the CompanyIssuer, the Trustee and the holders Holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.076.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) subject to the provisions of Section 8.01), the Trustee shall have the right to decline to follow any such direction if the Trustee, after being advised by counsel, shall determine that the action so directed may not lawfully be in conflict with any rule of law taken or with this Indenture, (b) the Trustee may take any other action that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve if the Trustee in personal liabilitygood faith shall, by a responsible officer or officers, determine that the action so directed would be unduly prejudicial to the holders of the Debentures not taking part in such direction. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 may, outstanding may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3principal of (or premium, (ivif any) a default in the payment or interest on any of the repurchase price pursuant to Article 3 or (v) Debentures which has become due other than as a default in respect of a covenant or provisions hereof that under Article 12 cannot be modified or amended without the consent result of the holders acceleration thereof. In the case of each or all Debentures then Outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing, and the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority (more than fifty percent) in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall be in writing, (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action that which is not inconsistent with such direction, direction and (cd) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into cash or Common Stock, in accordance with Article 15, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (viv) a default in respect of a covenant or provisions hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures Debentureholders shall be restored to their former positions and rights hereunder; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures of any series at the time Outstanding determined in accordance with Section 10.04 outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to the Debentures of such series; provided provided, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 8.01) the Trustee may take shall have the right to decline to follow any other action that is not inconsistent with such direction, (c) direction if the Trustee being advised by counsel determines that the action or proceeding so directed may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) not lawfully be taken or if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action that, in the reasonable opinion of the trustee, could reasonably be expected to or proceedings so directed would involve the Trustee in personal liabilityliability or would be unduly prejudicial to the holders of Debentures of such series not joining in such direction. The Prior to any declaration accelerating the maturity of the Debentures of any series, the holders of a majority in aggregate principal amount of the Debentures of such series at the time Outstanding determined in accordance with Section 10.04 outstanding may, on behalf of the holders of all of the DebenturesDebentures of such series, waive any past default or Event of Default hereunder with respect to such series and its consequences except (i) a default in the payment of Interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3principal of, (iv) a default in the payment premium, if any, or interest, if any, or any of the repurchase price pursuant to Article 3 Debentures of such series, or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 Eleven cannot be modified or amended without the consent of the holders holder of each or all Debentures then Outstanding or affected therebyoutstanding Debenture of such series affected. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as defined in Section 7.08) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, 7.07 said default or Event of Default shall for all purposes of the Debentures of such series and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or would involve the Trustee in personal liability or expense, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3, (iv) a default in the payment of the repurchase price Repurchase Price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The Upon provision of indemnity reasonably satisfactory to the Trustee, the holders of a majority in aggregate principal amount Original Principal Amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount Original Principal Amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest on, or the principal Accreted Principal Amount of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, cash or a combination of cash and Common Stock of the Company, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3Section 3.03, (iv) a default in the payment of the repurchase price Fundamental Change Repurchase Price pursuant to Article 3 Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to that would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into cash and, if applicable, Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions provision hereof that under Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or would involve the Trustee in personal liability or expense, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the 57 Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3, (iv) a default in the payment of the repurchase price Repurchase Price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The Upon provision of indemnity reasonably satisfactory to the Trustee, the holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, cash or a combination of cash and Common Stock of the Company, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3Section 3.03, (iv) a default in the payment of the repurchase price Fundamental Change Repurchase Price pursuant to Article 3 Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority (more than fifty percent) in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall be in writing, (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action that which is not inconsistent with such direction, direction and (cd) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into cash or Common Stock, in accordance with Article 15, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the or repurchase price pursuant to Article 3 or (viv) a default in respect of a covenant or provisions hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures Debentureholders shall be restored to their former positions and rights hereunder; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to that would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase purchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Debentures; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, 9.04 may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest premium (including any Repurchase Price, Fundamental Change Repurchase Price or Principal Return) accrued and unpaid interest or accrued and unpaid Additional Interest, if any, on, or the principal of, the DebenturesDebentures when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to convert any deliver Net Shares (or cash in lieu of fractional shares) upon conversion of the Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected therebyoutstanding. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 8.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences consequences, except (i) a default in the payment of Interest interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3Section 3.04, (iv) a default in the payment of the repurchase price Fundamental Change Repurchase Price pursuant to Article 3 Section 3.06 or Company Repurchase Price pursuant to Section 3.07 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 10 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.076.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee Debentureholders, or that may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 8.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences consequences, except (i) a default in the payment of Interest interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3Section 3.03, (iv) a default in the payment of the repurchase price Fundamental Change Repurchase Price pursuant to Article 3 Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 10 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.076.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided PROVIDED, HOWEVER, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 8.01) the Trustee may take shall have the right to decline to follow any other action that is not inconsistent with such direction, (c) direction if the Trustee shall be advised by counsel that the action or proceeding so directed may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) not lawfully be taken or if the Trustee may decline to take any in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action that, in the reasonable opinion of the trustee, or proceedings so directed could reasonably be expected to involve the Trustee in personal liability. The Prior to any declaration accelerating the maturity of the Debentures, the holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 may, outstanding may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, on the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, Stock or (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 Eleven cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected therebyoutstanding. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided PROVIDED, HOWEVER, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action that deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, 9.4 may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, Stock or (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 XI cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected therebyoutstanding. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.7, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the TrusteeTrustee with respect to Debentures; provided provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 may, 9.04 may on behalf of the holders of all of the Debentures, Debentures waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest premium, accrued and unpaid interest, including Contingent Interest, if any, or accrued and unpaid Liquidated Damages, if any, on, or the principal of, the DebenturesDebentures when due which has not been cured pursuant to the provisions of Section 7.01, (ii) a failure by the Company to convert any Debentures into Common Stock, Stock or (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (v) a default in respect of a covenant or provisions hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected therebyoutstanding. Upon any such waiver, waiver the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority (more than fifty percent) in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall be in writing, (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action that which is not inconsistent with such direction, direction and (cd) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest (including Liquidated Damages, if any) or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into cash or Common Stock, in accordance with Article 15, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (viv) a default in respect of a covenant or provisions hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures Debentureholders shall be restored to their former positions and rights hereunder; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Debentureholder to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to that would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding determined in accordance with Section 10.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (iu) a default in the payment of Interest on, Additional Amounts, if any, on, or the principal of, the Debentures, (iiv) a failure by the Company to convert any Debentures into Common Stockpursuant to Article 17, (iiiw) a default in the payment of the redemption price pursuant to Article 3, (ivx) a default in the payment of the repurchase price pursuant to Article 3 3, (y) a default in the delivery of the Additional Shares, if any, when due; or (vz) a default in respect of a covenant or provisions hereof that under Article 12 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonDefault. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereonDefault.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority (more than fifty percent) in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided provided, however, that (a) such direction shall be in writing, (b) such direction shall not be in conflict with any rule of law or with this Indenture, (bc) the Trustee may take any other action that which is not inconsistent with such direction, direction and (cd) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liabilityDebentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 9.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of Interest interest (including Liquidated Damages, if any) or premium, if any, on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price pursuant to Article 3, (iv) a default in the payment of the repurchase price pursuant to Article 3 or (viv) a default in respect of a covenant or provisions hereof that which under Article 12 11 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.077.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; , but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action that which is not inconsistent with such direction, direction and (c) the Trustee may decline to take any action that would benefit some Debentureholder Debentureholders to the detriment of other Debentureholders and (d) the Trustee Debentureholders, or that may decline to take any action that, in the reasonable opinion of the trustee, could reasonably be expected to involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures at the time Outstanding outstanding determined in accordance with Section 10.04 8.04 may, on behalf of the holders of all of the Debentures, waive any past default or Event of Default hereunder and its consequences consequences, except (i) a default in the payment of Interest interest on, or the principal of, the Debentures, (ii) a failure by the Company to convert any Debentures into Common Stock, (iii) a default in the payment of the redemption price Redemption Price pursuant to Article 3Section 3.04, (iv) a default in the payment of the repurchase price Fundamental Change Repurchase Price pursuant to Article 3 Section 3.06 or Company Repurchase Price pursuant to Section 3.07 or (v) a default in respect of a covenant or provisions provision hereof that which under Article 12 10 cannot be modified or amended without the consent of the holders of each or all Debentures then Outstanding outstanding or affected thereby. Upon any such waiver, the Company, the Trustee and the holders of the Debentures shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.076.07, said default or Event of Default shall for all purposes of the Debentures and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.