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

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt 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 with respect to the Debt Securities of such Series; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may not lawfully be taken or would be in conflict with the terms of this Indenture or if the Trustee in good faith by a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the Holders of a majority in aggregate principal amount of the Debt Securities of such Series at the time Outstanding may, on behalf of the Holders of all of the Debt Securities of such Series, waive any past default or Event of Default hereunder with respect to such Series and its consequences except a default in the payment of the principal of, premium (if any) or interest (if any) on any of the Debt Securities of such Series, or in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such Series affected. Upon any such waiver, the Company, the Trustee and the Holders of the Debt Securities of such Series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, said default or Event of Default shall for all purposes of the Debt Securities of such Series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt Securities Outstanding Notes of any Series at the time Outstanding shall series shall, subject to Section 8.02(d), 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 with respect to the Debt Securities of such SeriesNotes by this Indenture; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by shall determine upon advice of counsel in writing determines that the action or proceeding so directed may not lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not joining in conflict with the terms of this Indenture such direction or if the Trustee 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 or proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of Debt Securities the Notes of such Series all series not joining in the giving of said direction, it being understood that the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. The Trustee may take any other action deemed proper by the Trustee not inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities Outstanding Notes of such Series at the time Outstanding may, any series may on behalf of the Holders of all of the Debt Securities Notes of such Series, series waive any past default or Event of Default hereunder with respect to such Series and its consequences except a default in the payment of the principal ofof or premium, premium (if any) , or interest (if any) on any of the Debt Securities of such SeriesNotes, or a default in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security Note of such Series series affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, said default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Subject to the Trustee’s right to receive security or indemnity from the relevant Holders as described herein, the Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in good faith by a trust committee conflict with applicable law or this Indenture, is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder) or for which it has not received indemnity or security satisfactory to the Holders of Debt Securities of such Series not joining Trustee in such directionits reasonable judgement against any loss, liability or expense. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in good faith by a trust committee conflict with any rule of directors law or trustees and/or Responsible Officers shall determine this Indenture, is unduly prejudicial to the rights of any other Holder or that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding mayoutstanding (determined in accordance with Section 8.04 and including waivers obtained in connection with a repurchase of, or tender or exchange offer for, Notes) may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured or (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, or in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such Series affected. Upon any such waiver, the Company, the Trustee and the Holders of the Debt Securities of such Series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereonNotes. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing, and the Trustee and the Holders of the Notes 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.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except a continuing default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium (if any) the Notes when due that has not been cured pursuant to the provisions of Section 6.01, a continuing failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or a continuing default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability liability, or would be unduly prejudicial if it is not provided with security and/or indemnity to the Holders of Debt Securities of such Series not joining in such directionits satisfaction. Prior to taking any declaration accelerating the maturity of the Debt Securities of any Seriesaction under this Indenture, the Trustee will be entitled to security and/or indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Repurchase Price, Tax Redemption Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not such directions are unduly prejudicial to such Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences consequences, including, but not limited to, acceleration, except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether such directions are unduly prejudicial to such Holder) or proceeding so directed that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, and (b) the terms Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and (c) subject to Section 7, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to, and if requested, provided the Trustee security and/or prefunding and/or indemnity satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in good faith by a trust committee of directors compliance with such request or trustees and/or Responsible Officers shall determine direction. The Trustee may refuse to follow any direction that the action or proceeding so directed would involve the Trustee in personal liability liability, or would be if it is not provided with security and/or indemnity and/or pre-funding to its satisfaction, or that the Trustee determines is unduly prejudicial to the Holders rights of Debt Securities of any other Holder (it being understood, subject to Section 7, that the Trustee does not have an affirmative duty to ascertain whether or not any such Series not joining in such direction. Prior directions are unduly prejudicial to any declaration accelerating the maturity of the Debt Securities of any Seriesother Holder). In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) the Trustee has been paid all amounts owing to the Trustee under Section 7.06 hereunder, (ii) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not such directions are unduly prejudicial to such Holder) or that would involve the Trustee in personal liability unless the Trustee is offered, and if requested, provided indemnity or would security satisfactory to it against any losses, liabilities or expenses that may be unduly prejudicial to caused by taking or not taking such actions; provided, however, that the Holders of Debt Securities of such Series Trustee may take any other action deemed proper by the Trustee that is not joining in inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any existing or past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal amount (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder) or for which it has not received indemnity or security satisfactory to the Holders of Debt Securities of such Series not joining Trustee in such directionits reasonable judgement against any loss, liability or expense. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding determined in accordance with Section 8.04 of the Base Indenture 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 with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms of this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, determined in accordance with Section 8.04 of the Base Indenture may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including the Redemption Price, if applicable, and the Fundamental Change Repurchase Price, if applicable) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each an Outstanding Debt Security of such Series Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.10, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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 Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have may take any other action deemed proper by the right to decline Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any such direction if the Trustee being advised by counsel in writing that it determines that the action or proceeding so directed may not lawfully be taken or would be in conflict with the terms of this Indenture or if the Trustee in good faith by a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be is unduly prejudicial to the Holders rights of Debt Securities of any other Holder (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such Series not joining in such direction. Prior direction is unduly prejudicial to any declaration accelerating the maturity of the Debt Securities of any Seriesother Holder), or if it is not provided with security, pre-funding and/or indemnity to its satisfaction. In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, and (b) the terms Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of law or with this Indenture or if that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee in good faith by a trust committee of directors does not have an affirmative duty to ascertain whether or trustees and/or Responsible Officers shall determine not such directions are unduly prejudicial to such Holder) or that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing.36

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if the Notes, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being expressly understood that the Trustee shall not have an affirmative duty to determine whether any action or would be unduly direction is prejudicial to any Holder), unless the Holders of Debt Securities of such Series not joining in Trustee is offered security and indemnity satisfactory to the Trustee against any loss, claim, liability, cost or expense to the Trustee that may result from the Trustee’s following such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Subject to the Trustee’s right to receive security or indemnity from the relevant Holders as described herein, the Holders of a majority in aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in good faith by a trust committee conflict with any rule of directors law or trustees and/or Responsible Officers shall determine with this indenture or is unduly prejudicial to the rights of any other Holder or that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to any other Holder) or for which it has not received indemnity or security satisfactory to the Holders of Debt Securities of such Series not joining in such directionTrustee against any loss, liability or expense. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven Section 10.02 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms of this Indenture or if Indenture, (b) the Trustee in good faith may take any other action deemed proper by a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal that is not inconsistent with such direction and (c) subject to Section 7.01, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it against any loss, liability or would expense that might be incurred by it in compliance with such request or direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities rights of any Series, other Holder or that may involve it in personal liability (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders). The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a failure by the Company to pay accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Purchase Price or any Forced Conversion Consideration) of, the Notes when due, (ii) a failure by the Company to deliver the consideration due upon conversion of the Notes within the time period required hereunder or (iii) a default in the payment of the principal of, premium (if any) or interest (if any) on any of the Debt Securities of such Series, or in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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 Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price and Redemption Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such SeriesNotes, (iii) a failure by the Company to repurchase any Notes when required or (iv) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Debentures at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesDebentures; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, and (b) the terms of Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with law or this Indenture or if that they determine is unduly prejudicial to the Trustee in good faith by a trust committee rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Debentures at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Debentures waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal of, premium the Debentures when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Debentures or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Debenture affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.08, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series 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 Holders. The Holders of a majority in aggregate principal amount of the Debt Securities of any Series at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Debt Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesTrustee; provided, however, that (subject to the provisions of Section 8.016.01 of the Indenture) the Debt Trustee shall have the right to decline to follow any such direction if the Debt Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Debt Trustee being advised by counsel in writing determines that the action or proceeding so directed may not lawfully be taken or would be in conflict with the terms of this Indenture or if the Debt Trustee 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 or proceeding proceedings so directed would involve the Debt Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any SeriesSecurities, the Holders of a majority in aggregate principal amount of the Debt Securities of such Series at the time Outstanding may, outstanding may on behalf of the Holders of all of the Debt Securities of such Series, waive any past default or Event of Default hereunder with respect to such Series and its consequences except a default (a) in the payment of the principal of, premium (premium, if any) , or interest (if any) on any of the Debt Securities (unless such default has been cured and a sum sufficient to pay all matured installments of such Seriesprincipal, premium, if any, and interest due otherwise than by acceleration has been deposited with the Debt Trustee) or (b) in respect of a covenant covenants or provision provisions hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such Series Debenture affected. Upon any such waiver; provided, the Companyhowever, the Trustee and the Holders of that if the Debt Securities of are held by the Institutional Trustee, such Series shall be restored waiver or modification to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event not be effective until the holders of Default or impair any right consequent thereon. Whenever any default or Event a majority in aggregate liquidation amount of Default hereunder Trust Securities shall have been waived as permitted by this Section 7.07consented to such waiver or modification to such waiver; provided further, said default or Event of Default shall for all purposes that if the consent of the Debt Securities Holder of each outstanding Debenture is required, such Series and this Indenture waiver shall not be deemed to have been cured and to be not continuing.effective until each holder

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee and that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee shall not have an affirmative duty to ascertain whether or proceeding so directed not any such direction is unduly prejudicial to any other Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a continuing default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a continuing failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a continuing default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a continuing default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a continuing failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a continuing default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, (b) the terms Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (c) the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or if direction of any of the Holders unless such Holders have offered to the Trustee indemnity satisfactory to it (as reasonably determined by the Trustee) against any fees, losses, liabilities or expenses (including reasonable and documented attorney’s fees and expenses) that might be incurred by it in good faith by a trust committee compliance with such request or direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the liability. The Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the Holders of less than a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Purchase Price and any Fundamental Change Purchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes within the time period required by this Indenture or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of an outstanding Note affected and, in connection with such Series affectedwaiver, the Trustee shall be entitled to receive from the Company the documents set forth in Section 10.05. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding 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 with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01i) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (ii) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of directors law or trustees and/or Responsible Officers shall determine with this Indenture, it determines is unduly prejudicial to the rights of any other Holder or that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the liability. (b) The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to such Series the Notes and its consequences except hereunder except: (i) a default in the payment of the principal (including any Fundamental Change Repurchase Price, if applicable) of, premium (or accrued and unpaid interest, if any, on the Notes; (ii) or interest (if any) on any a failure by the Company to deliver the consideration due upon conversion of the Debt Securities of such Series, or Notes; or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver; provided that, in the Company, the Trustee and the Holders case of the Debt Securities rescission of such Series shall be restored any acceleration with respect to their former positions the Notes, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined2) or Event all existing Events of Default (other than the nonpayment of the principal of and interest on the Notes that have become due solely by such declaration of acceleration) have been cured or impair any right consequent thereonwaived. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding determined in accordance with Section 7.04 of the Base Indenture 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 with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms of this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, determined in accordance with Section 7.04 of the Base Indenture may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.02, (if anyii) a failure by the Issuer to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each an Outstanding Debt Security of such Series Note affected. Upon any such waiver, waiver the CompanyIssuer, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.10, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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 Holders. The Subject to the Trustee’s right to request indemnity or security satisfactory to it from the relevant Holders as described herein, the Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding mayoutstanding determined in accordance with Section 8.04, by written notice to the Trustee, may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price and redemption price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities Notes, (iii) a failure by the Company to redeem any Notes upon redemption of such Seriesany Notes, (iv) a failure by the Company to repurchase any Notes when required under this Indenture or (v) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or of exercising any trust or power conferred on the Trustee with respect to Notes or the Debt Securities of such SeriesGuarantees; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company and/or any Subsidiary Guarantor to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiverwaiver the Company, the CompanySubsidiary Guarantors, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee and that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee shall not have an affirmative duty to ascertain whether or proceeding so directed not any such direction is unduly prejudicial to any other Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee of directors or trustees and/or Responsible Officers shall determine the Trustee that the action or proceeding so directed is not inconsistent with such direction. The Trustee may refuse to follow any direction that would involve the Trustee in personal liability liability, or would be unduly prejudicial if it is not provided with security and/or indemnity to the Holders of Debt Securities of such Series not joining in such directionits reasonable satisfaction. Prior to any declaration accelerating the maturity of the Debt Securities of any SeriesIn addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to cause to be paid or interest (if any) on any delivered, as the case may be, the consideration due upon exchange of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, and (b) the terms of Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with law or this Indenture or if that it determines is unduly prejudicial to the Trustee in good faith by a trust committee rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt Outstanding Securities of any Series at the time Outstanding series 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 with respect to the Debt such Securities of such Seriesby this Indenture; provided, however, that (subject to the provisions of Section 8.017.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by shall determine upon advice of counsel in writing determines that the action or proceeding so directed may not lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not joining in conflict with the terms of this Indenture such direction or if the Trustee 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 or proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of Debt such Securities of such Series not joining in the giving of said direction, it being understood that (subject to Section 7.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are duly prejudicial to such Holders. The Trustee may take any other action deemed proper by the Trustee not inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Outstanding Securities of such Series at the time Outstanding may, any series may on behalf of the Holders of all of the Debt such Securities of such Series, waive any past default or Event of Default hereunder with respect to such Series and its consequences except (1) a default in the payment of the principal ofof or premium, premium (if any) , or interest (if any) on any of the Debt Securities of such SeriesSecurities, or a default in the making of any sinking fund payment with respect to such Securities or (2) in respect of a covenant or provision hereof which under Article Eleven Nine cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such Series affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt such Securities of such Series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.07, said default or Event of Default shall for all purposes of the Debt such Securities of such Series and this Indenture be deemed to have been cured and to be not continuing.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with law or that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability liability, it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Subject to Section 8.2(d) the Holders of a majority in aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 9.4 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 with respect to the Debt Securities of such SeriesTrustee; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may, but shall have no obligation to, take any other action deemed proper by a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series which is not joining in inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the Holders The holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 9.4 may on behalf of the Holders holders of all of the Debt Securities of such Series, Notes 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 or premium, if any, on, or the principal of, premium the Notes (if anyincluding the payment of any Redemption Price or Repurchase Price), (ii) a failure by the Company to convert any Notes into Common Stock or interest (if anyiii) on any of the Debt Securities of such Series, or a default in respect of a covenant or provision provisions hereof which under Article Eleven XI cannot be modified or amended without the consent of the Holder holders of each Outstanding Debt Security of such Series affectedall Notes then outstanding. Upon any such waiver, waiver the Company, the Trustee and the Holders holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.077.7, said default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionthat conflicts with applicable law or this Indenture. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price or Redemption Price, if applicable) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee of directors the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with law or trustees and/or Responsible Officers shall determine this Indenture, that the action or proceeding so directed would may involve the Trustee in personal liability or would be violating applicable law, or if it is not provided with security and/or indemnity and/or pre-funding to its satisfaction, or that the Trustee determines is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities rights of any Seriesother Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid Additional Interest, if any, on, or the principal (including, if applicable, the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any ​ ​ ​ deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee of directors or trustees and/or Responsible Officers shall determine the Trustee that the action or proceeding so directed is not inconsistent with such direction. The Trustee may refuse to follow any direction that would involve the Trustee in personal liability liability, or would be unduly prejudicial if it is not provided with security and/or indemnity to the Holders of Debt Securities of such Series not joining in such directionits reasonable satisfaction. Prior to any declaration accelerating the maturity of the Debt Securities of any SeriesIn addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (a) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a continuing default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyi) a continuing failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (i) a continuing default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionthat conflicts with applicable law or this Indenture. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price or Redemption Price, if applicable) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 of the Base Indenture 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 with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms of this Indenture or if Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and (c) the Trustee may demand security or indemnity reasonably satisfactory to it in good faith by a trust committee accordance with Sections 7.01 and 7.03 of directors the Base Indenture. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 of the Base Indenture may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.10, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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 Holders. The Subject to the Trustee’s right to receive security or indemnity from the relevant Holders as described herein, the Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes or the Guarantees; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, and (b) the terms Trustee may take any other action deemed proper by the Trustee and that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in conflict with any rule of law or with this Indenture or if is unduly prejudicial to the Trustee in good faith by a trust committee rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be (it being agreed that the Trustee shall have no obligation to determine if such direction is unduly prejudicial to any other Holder) or for which it has not received indemnity or security satisfactory to the Holders of Debt Securities of such Series not joining in such directionTrustee against any loss, liability or expense. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon exchange of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiverwaiver the Company, the CompanyGuarantors, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to any other Holder) unless the Holders of Debt Securities of such Series Trustee is offered indemnity or security satisfactory to it in its reasonable discretion against any loss, liability or expense; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not joining in inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including any Redemption Price, any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes or the Guarantees; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly for which it has not received indemnity or security satisfactory to the Trustee against loss, liability or expense (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to the Holders of Debt Securities of such Series not joining in such directionany Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series any other Holder), or if it is not joining in such directionprovided with security and/or indemnity to its satisfaction against loss, liability or expense. Prior to any declaration accelerating the maturity of the Debt Securities of any SeriesIn addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Redemption Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities rights of any Series, the Holder). The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any existing or past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Section 10.02 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, . the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. The Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided) to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in good faith by a trust committee conflict with any rule of directors law or trustees and/or Responsible Officers shall determine this Indenture, is unduly prejudicial to the rights of any other Holder or that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven X cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding 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 with respect to the Debt Securities of such SeriesNotes or the Note Guarantees; provided, however, that (subject to the provisions of Section 8.01i) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (ii) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of directors law or trustees and/or Responsible Officers shall determine with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the liability. (b) The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to such Series the Notes and its consequences except hereunder except: (i) a default in the payment of the principal (including any Redemption Price and any Fundamental Change Repurchase Price, if applicable) of, premium (or accrued and unpaid Special Interest, if any, on the Notes; (ii) or interest (if any) on any a failure by the Company to deliver the consideration due upon conversion of the Debt Securities of such Series, or in Notes; or (iii) with respect of a covenant or to any other provision hereof which under Article Eleven cannot be modified or amended without that requires the consent of each affected Holder pursuant to Section 10.02 to amend; provided that, in the Holder case of each Outstanding Debt Security the rescission of any acceleration with respect to the Notes, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default (other than the nonpayment of the principal of and Special Interest on the Notes that have become due solely by such Series affected. Upon any such waiver, the Company, declaration of acceleration) have been cured or waived and all amounts owing to the Trustee and the Holders of the Debt Securities of such Series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereonhave been paid. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding (determined, for the avoidance of doubt, in accordance with Section 8.04) shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms of this Indenture or if Indenture, and the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding mayoutstanding (determined, for the avoidance of doubt, in accordance with Section 8.04) may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the Conversion Settlement Consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which of the Indenture that, under Article Eleven IX, cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectivelyunder the Indenture; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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. Notwithstanding anything to the contrary in the Indenture or the Notes, this Section 6.09 shall apply to the Notes in lieu of Sections 6.04 and 6.05 of the Base Indenture.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee and that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such direction is unduly prejudicial to the rights of another Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an obligation to determine if a direction is unduly prejudicial to the rights of a Holder) or proceeding so directed that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not such directions are unduly prejudicial to such Holder), or for which it has not received indemnity or security reasonably satisfactory to it or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not such direction is unduly prejudicial to any Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, premium or any Additional Amounts on, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon exchange of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, provided that (subject to the provisions of Section 8.01i) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines in good faith by a trust committee is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not such directions are unduly prejudicial to such Holder) or that would involve the Trustee in personal liability, unless the Trustee is offered indemnity or security satisfactory to it in its reasonable judgment against any loss, liability or would be unduly prejudicial to expense; provided that the Holders of Debt Securities of such Series Trustee may take any other action deemed proper by the Trustee that is not joining in inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may(including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes) determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (1) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if any2) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (3) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each an Outstanding Debt Security of such Series Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences (except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price or Redemption Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven X cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected); and (y) rescind any acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal (including any Fundamental Change Repurchase Price or Redemption Price) of and interest on the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee and that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to ascertain whether or would be not any such directions are unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionHolder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) Default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default Table of Contents hereunder shall have been waived as permitted by this Section 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined subject to Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability liability, or would be unduly prejudicial if it is not provided with security and/or indemnity and/or pre-funding to the Holders of Debt Securities of such Series not joining in such directionits satisfaction. Prior to taking any declaration accelerating the maturity of the Debt Securities of any Seriesaction under this Indenture, the Trustee will be entitled to security and/or indemnification and/or pre-funding satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or not taking such action. In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined subject to Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including, if applicable, the Repurchase Price, Tax Redemption Price or Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, or cause to be delivered, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such directions are unduly prejudicial to such Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except with respect to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Subject to the Trustee’s right to receive security or indemnity from the relevant Holders as described herein, the Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with this Indenture, and (b) the terms Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in conflict with any rule of law or with this Indenture or if is unduly prejudicial to the Trustee in good faith by a trust committee rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to any other Holder) or for which it has not received indemnity or security satisfactory to the Holders of Debt Securities of such Series not joining in such directionTrustee against any loss, liability or expense. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a continuing default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a continuing failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a continuing default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to any other Holder) unless the Holders of Debt Securities of such Series Trustee is offered (and, if requested, provided) indemnity or security satisfactory to the Trustee against any loss, liability or expense (including reasonable attorneys’ fees and expenses); provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not joining in inconsistent with such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a continuing default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a continuing failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a continuing default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes or the Note Guarantees; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly (it being understood that the Trustee does not have an affirmative duty to determine whether any action is prejudicial to the Holders of Debt Securities of such Series not joining in such directionany Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued interest that has not been paid or capitalized, if any, on, or the principal (including any Redemption Price, any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company or interest (if any) on any Guarantor to pay or deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiverwaiver the Company, the CompanyGuarantors, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or would be not any such direction is unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionany other Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven ‎Article 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.07‎Section 6.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any actions or forbearances by a trust committee of directors Holder are prejudicial to other Holders) or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to taking any declaration accelerating the maturity of the Debt Securities of any Seriessuch action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it against all losses, liabilities, expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding mayoutstanding (determined in accordance with Section 8.04 and including waivers obtained in connection with a repurchase or, or tender or exchange offer for, Notes) may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid Special Interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. (a) The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding 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 with respect to the Debt Securities of such SeriesNotes or the Note Guarantees; provided, however, that (subject to the provisions of Section 8.01i) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (ii) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with any rule of directors law or trustees and/or Responsible Officers shall determine with this Indenture, it determines is unduly prejudicial to the rights of any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the liability. (b) The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder and rescind any acceleration with respect to such Series the Notes and its consequences except hereunder except: (i) a default in the payment of the principal (including any Redemption Price and any Fundamental Change Repurchase Price, if applicable) of, premium (or accrued and unpaid interest, if any, on the Notes; (ii) or interest (if any) on any a failure by the Company to deliver the consideration due upon conversion of the Debt Securities of such Series, or in Notes; or (iii) with respect of a covenant or to any other provision hereof which under Article Eleven cannot be modified or amended without that requires the consent of each affected Holder pursuant to Section 10.02 to amend; provided that, in the Holder case of each Outstanding Debt Security the rescission of any acceleration with respect to the Notes, (1) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default (other than the nonpayment of the principal of and interest on the Notes that have become due solely by such Series affected. Upon any such waiver, the Company, declaration of acceleration) have been cured or waived and all amounts owing to the Trustee and the Holders of the Debt Securities of such Series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) or Event of Default or impair any right consequent thereonhave been paid. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is in good faith by a trust committee conflict with any rule of directors law or trustees and/or Responsible Officers shall determine with this Indenture, is unduly prejudicial to the rights of any other Holder or that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction and (c) the Trustee may demand security or indemnity satisfactory to it in good faith by a trust committee accordance with Section 7.01. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes, (iii) a default in the payment of the principal of, premium Fundamental Change Repurchase Price or (if anyiv) or interest (if any) on any of the Debt Securities of such Series, or a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of Notes waive (including consents to such Serieswaiver obtained in connection with a repurchase of, waive or tender or exchange offer for, Notes) any or all existing or past default Defaults or Event Events of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or the Collateral Agent or exercising any trust or power conferred on the Trustee or the Collateral Agent with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith and Collateral Agent, as applicable, may take any other action deemed proper by a trust committee the Trustee or Collateral Agent, as applicable, that is not inconsistent with such direction. Each of directors the Trustee and Collateral Agent may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee or the Collateral Agent in personal liability or would be unduly for which it has not received indemnity or security satisfactory to the Trustee and Collateral Agent against loss, liability or expense (it being understood that neither the Trustee nor the Collateral Agent has an affirmative duty to determine whether any direction is prejudicial to the Holders of Debt Securities of such Series not joining in such directionany Holder). Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes (x) waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Asset Sale Offer Repurchase Price and any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such Series affectedrescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver, waiver the Company, the Trustee Trustee, the Collateral Agent and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not any such direction is unduly prejudicial to any such Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding (determined, for the avoidance of doubt, in accordance with Section 8.04) shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms of this Indenture or if Indenture, and the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding mayoutstanding (determined, for the avoidance of doubt, in accordance with Section 8.04) may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the Conversion Settlement Consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which of the Indenture that, under Article Eleven IX, cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectivelyunder the Indenture; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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. Notwithstanding anything to the contrary in the Indenture or the Notes, this Section 6.09 shall apply to the Notes in lieu of Sections 513 and 512 of the Base Indenture.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with the terms any rule of law or with this Indenture or if Indenture, and (b) the Trustee in good faith may take any other action deemed proper by a trust committee the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of directors or trustees and/or Responsible Officers shall determine any other Holder (it being understood that the action Trustee does not have an affirmative duty to ascertain whether or proceeding so directed not such direction is unduly prejudicial to any Holder) or that would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including the Fundamental Change Repurchase Price, if applicable) of, premium the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon conversion of the Debt Securities of such Series, Notes or (iii) a default in respect of a covenant or provision hereof which under Article Eleven 10 cannot be modified or amended without the consent of the each Holder of each Outstanding Debt Security of such Series an outstanding Note affected. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.076.09, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in of the aggregate principal amount of the Debt Securities of any Series Notes at the time Outstanding 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 with respect to the Debt Securities of such SeriesNotes; provided, however, that (subject to the provisions of Section 8.01a) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may shall not lawfully be taken or would be in conflict with any rule of law or with the terms Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and (c) the Trustee may demand security or indemnity satisfactory to it in its sole discretion in accordance with Sections 6.1 and 6.3 of this the Base Indenture. The Trustee may refuse to follow any direction that conflicts with law or the Indenture or if that it determines is unduly prejudicial to the Trustee in good faith by a trust committee rights of directors any other Holder or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such Series not joining in such directionliability. Prior to any declaration accelerating the maturity of the Debt Securities of any Series, the The Holders of a majority in aggregate principal amount of the Debt Securities of such Series Notes at the time Outstanding may, outstanding may on behalf of the Holders of all of the Debt Securities of such Series, Notes waive any past default Default or Event of Default hereunder with respect to such Series and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, premium the Notes when due or (if anyii) a failure by the Company to pay or interest (if any) on any deliver, as the case may be, the consideration due upon exchange of the Debt Securities of such Series, or in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such Series affectedNotes. Upon any such waiver, waiver the Company, the Trustee and the Holders of the Debt Securities of such Series Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as hereinafter defined) 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 7.075.10, said default Default or Event of Default shall for all purposes of the Debt Securities of such Series Notes and this the 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.