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

Direction of Proceedings and Waiver of Defaults by Majority. of Noteholders. The holders of a majority in aggregate principal amount of the -------------- Notes at the time 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 or exercising any trust or power conferred on the Trustee; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction and (c) the Trustee may decline to take any action that would benefit some Noteholder to the detriment of other Noteholders. The holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 may, on behalf of the holders of all of the Notes, waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of interest (including Liquidated Damages, if any) or premium, if any, on, or the principal of, the Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three or (iv) a default in respect of a covenant or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Upon any such waiver, the Company, 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. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.7, said default or Event of Default shall for all purposes of the 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 Noteholders. The holders of a majority in aggregate principal amount of the -------------- ----------- Notes at the time outstanding determined in accordance with Section 9.4 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 or exercising any trust or power conferred on the Trustee; provided, however, that (asubject to the provisions of Section 7.01) -------- ------- the Trustee shall have the right to decline to follow any such direction shall not be in conflict with any rule of law or with this Indenture, (b) if the Trustee shall be advised by counsel that the action or proceeding so directed may take any other action which is not inconsistent with such direction and (c) lawfully be taken or if the Trustee may decline 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 proceedings so directed could involve the Trustee in personal liability. Prior to take any action that would benefit some Noteholder to declaration accelerating the detriment maturity of other Noteholders. The the Notes, the holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.4 may, may on behalf of the holders of all of the Notes, Notes waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of interest (including Liquidated Damagesinterest, if any) or premium, if any, on, or the principal of, the Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three or (iv) a default in respect of a covenant or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Upon any such waiver, waiver the Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.76.07, said default or Event of Default shall for all purposes of the 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 NoteholdersSecurityholders. ------------------ The holders of a majority in aggregate principal amount of the -------------- Notes Securities at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee; provided, however, that (asubject to the provisions of Section 6.01) the -------- ------- Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not be taking part in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction and (c) or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may decline not lawfully be taken or if the Debenture Trustee in good faith by one of its Responsible Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. Prior to take any action that would benefit some Noteholder to declaration accelerating the detriment maturity of other Noteholders. The the Securities, the holders of a majority in aggregate principal amount of the Notes Securities at the time outstanding determined in accordance with Section 9.4 may, may on behalf of the holders of all of the Notes, Securities waive any past default Default or Event of Default hereunder and its consequences except a Default (ia) a default in the payment of principal of or interest on (including Liquidated DamagesCompounded Interest and Additional Sums, if any) or premiumany of the Securities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any, on, or ) and principal due otherwise than by acceleration has been deposited with the principal of, the Notes, (iiDebenture Trustee) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three or (ivb) a default in respect of a covenant covenants or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holder of each Security affected; provided, however, that if the Securities are held by the Property -------- ------- Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the -------- ------- holder of each or all Notes then outstanding or affected therebySecurity is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such waiver. Upon any such waiver, the CompanyDefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Debenture Trustee and the holders of the Notes Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 7.75.07, said default Default or Event of Default shall for all purposes of the Notes Securities 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 NoteholdersSecurityholders. The holders of a majority in aggregate principal amount of ------------------ the -------------- Notes Securities at the time outstanding determined in accordance with Section 9.4 ----------- shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided, however, that (a) such direction shall -------- ------- not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction and (c) the Trustee may decline to take any action that would benefit some Noteholder to the detriment of other Noteholdersdirection. The holders of a majority in aggregate principal amount of the Notes Securities at the time outstanding determined in accordance with Section 9.4 may, may on behalf of the holders of all of the Notes, ----------- Securities waive any past default or Event of Default hereunder and its consequences except (i) a default in the payment of interest (including Liquidated Damages, if any) or premium, if any, on, or the principal of, the NotesSecurities, (ii) a failure by the Company to convert any Notes Securities into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three III or repurchase price pursuant to Article ----------- ------- XVI or (iv) a default in respect of a covenant or provisions hereof which under --- Article Eleven XI cannot be modified or amended without the consent of the holders of each or ---------- all Notes Securities then outstanding or affected therebyoutstanding. Upon any such waiver, waiver the Company, the Trustee and the holders of the Notes Securities shall be restored to their former positions and rights hereunder; hereunder but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.7, said default or Event of Default shall for all purposes of the Notes ----------- Securities and this Indenture be deemed to have been cured and to be not continuing; 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 NoteholdersSecurityholders. ------------------ The holders of a majority in aggregate principal amount of the -------------- Notes Securities at the time 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; provided, however, that (a) such direction shall not be in conflict with any rule subject to the provisions of law or with this Indenture, (bSection 6.1) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction and (c) if the Trustee, upon the advice of counsel, shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may decline not lawfully be taken 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 proceedings so directed would involve the Trustee in personal liability. Prior to take any action that would benefit some Noteholder to declaration accelerating the detriment maturity of other Noteholders. The the Securities, the holders of a majority in aggregate principal amount of the Notes Securities at the time outstanding determined in accordance with Section 9.4 may, may on behalf of the holders of all of the Notes, Securities waive any past default or Event of Default hereunder and its consequences except (i) a default (a) in the payment of interest (including Liquidated Damages, if any) principal of or premium, if any, on, or interest on any of the principal of, the Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three Securities or (ivb) a default in respect of a covenant covenants or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holder of each Security affected; provided, however, that if the Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; and provided further, that if the consent of the holder of each or all Notes then outstanding or affected therebySecurity is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Notes Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.75.7, said default or Event of Default shall for all purposes of the Notes Securities 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 Noteholders. The holders of a majority in aggregate principal amount of the -------------- Notes Debt Securities affected at the time outstanding determined and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in accordance with Section 9.4 aggregate liquidation amount of the outstanding Capital Securities of the Trust 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 TrusteeTrustee with respect to such Debt Securities; provided, however, that (a) if the Debt Securities are held by the Trust or a trustee of the Trust, such direction shall time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in conflict with any rule aggregate liquidation amount of law the outstanding Capital Securities of the Trust shall have directed such time, method and place or with this Indenturesuch exercise, as the case may be; provided, further, that (bsubject to the provisions of Section 6.01) the Trustee may take shall have the right to decline to follow any other action which is not inconsistent with such direction and (c) if the Trustee may decline to take any shall determine that the action that so directed would benefit some Noteholder be unjustly prejudicial to the detriment holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of other Noteholdersthe Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Notes Debt Securities at the time outstanding determined in accordance with Section 9.4 may, may on behalf of the holders of all of the Notes, Debt Securities waive (or modify any previously granted waiver of) any past default Default or Event of Default hereunder and its consequences consequences, except (i) a default (a) in the payment of interest (including Liquidated Damages, if any) principal of or premium, if any, on, or interest on any of the principal of, the NotesDebt Securities, (iib) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three or (iv) a default in respect of a covenant covenants or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained in Section 3.09; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the holder of each outstanding Debt Security is required, such waiver or all Notes then modification to such waiver shall not be effective until each holder of the outstanding Capital Securities of the Trust shall have consented to such waiver or affected therebymodification to such waiver. Upon any such waiver or modification to such waiver, the Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Notes Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver or modification to such waiver shall extend to any subsequent or other default 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 7.7Section, said default Default or Event of Default shall for all purposes of the Notes Debt Securities 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 NoteholdersSecurityholders. ------------------ The holders of a majority in aggregate principal amount of the -------------- Notes Securities at the time outstanding determined in accordance with Section 9.4 shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee; provided, however, that (asubject to the provisions of Section 6.01) the -------- ------- Debenture Trustee shall have the right to decline to follow any such direction if the Debenture Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not be taking part in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction and (c) or if the Debenture Trustee being advised by counsel determines that the action or proceeding so directed may decline not lawfully be taken or if the Debenture Trustee in good faith by one of its Responsible Officers shall determine that the action or proceedings so directed would involve the Debenture Trustee in personal liability. Prior to take any action that would benefit some Noteholder to declaration accelerating the detriment maturity of other Noteholders. The the Securities, the holders of a majority in aggregate principal amount of the Notes Securities at the time outstanding determined in accordance with Section 9.4 may, may on behalf of the holders of all of the Notes, Securities waive any past default Default or Event of Default hereunder and its consequences except a Default (ia) a default in the payment of principal of or interest on (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any) or premium, on any of the Securities (unless such default has been cured and a sum sufficient to pay all matured installments of interest (including Compounded Interest and Additional Sums, if any, on, or ) and principal due otherwise than by acceleration has been deposited with the principal of, the Notes, (iiDebenture Trustee) a failure by the Company to convert any Notes into Common Stock, (iii) a default in the payment of redemption price pursuant to Article Three or (ivb) a default in respect of a covenant covenants or provisions hereof which under Article Eleven cannot be modified or amended without the consent of the holder of each Security affected; provided, however, that if the -------- ------- Securities are held by the Property Trustee, such waiver or modification to such waiver shall not be effective until the holders of a majority in aggregate liquidation amount of Trust Securities shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the -------- ------- holder of each or all Notes then outstanding or affected therebySecurity is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such waiver. Upon any such waiver, the CompanyDefault covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Debenture Trustee and the holders of the Notes Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default Default or Event of Default hereunder shall have been waived as permitted by this Section 7.75.07, said default Default or Event of Default shall for all purposes of the Notes Securities 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.