(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held
`in trust by the Paying Agent.
`
`The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
`Order direct the Paying Agent to pay, to the Trustee all sums held by the Company or the Paying Agent, such sums to be held by the Trustee for the benefit of the
`Holders; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.
`
`Any money deposited with the Trustee or the Paying Agent, or then held by the Company, for the benefit of the Holders for the payment of the principal
`of(and premium, if any) or interest on the Notes and remaining unclaimed for three years after such principal (and premium, if any) or interest has become due and
`payable shall be paid to the Company on Company Order, or (if then held by the Company) shall be discharged from any obligation to hold such amounts for the
`benefit of the Holders; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
`liability of the Trustee or the Paying Agent with respect to such money held for the benefit of the Holders, and all liability of the Company with respect thereto,
`shall thereupon cease; provided , however , that the Trustee or the Paying Agent, before being required to make any such repayment, may at the expense of the
`Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in
`New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
`publication, any unclaimed balance of such money then remaining will be repaid to the Company.
`
`Section 4. 06. Payment of Taxes and Other Claims.
`
`The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and
`governmental charges levied or imposed upon the Company or any Subsidiary of the Company or upon the income, profits or property of the Company or any
`Subsidiary of the Company, and (2) all lawful claims against the Company or any Subsidiary of the Company for labor, materials and supplies, which in the case of
`either clause (1) or (2) of this Section 4.06, if unpaid, might by law become a lien upon a Property; provided, however, that neither the Company nor any
`Subsidiary of the Company shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
`applicability or validity is being contested in good faith by appropriate proceedings.
`
`Section 4. 07. Limitation on Liena.
`
`The Company will not, and will not permit any Subsidiary of the Company to, directly or indirectly, Incur or permit to exist any Lien (the " Initial Lien '')
`of any nature whatsoever on any of its properties (including Capital Stock of a Subsidiary of the Company), whether owned on the Issue Date or thereafter
`acquired, securing any Indebtedness of the Company or a Domestic Subsidiary of the Company, other than Permitted Liens, without effectively providing that the
`Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured
`
`Any Lien created for the benefit of the Holders pursuant to this Section 4.07 shall provide by its terms that such Lien shall be automatically and
`unconditionally released and discharged upon the release and discharge of the Initial Lien.
`
`Section 4.08. Purchase ofNotes Upon a Change of Control Repurchase Event.
`
`(a) If a Change of Control Repurchase Event occurs with respect to a series of Notes, each Holder of such series of Notes will have the right to require
`that the Company purchase all or any part (in denominations of € 100,000 and integral multiples of €1,000 in excess thereof) of such Holder's Notes of such series
`pursuant to a Change of Control offer (a" Change of Control Offer") on the terms set forth in this Indenture, except that the Company shall not be obligated to
`repurchase the Notes of any series pursuant to this Section 4.08 in the event that the Company has exercised the right to redeem all of the Notes of such series as
`described in Section 3.07. In the Change of Control Offer, the Company will offer to purchase all of the Notes of such series at a purchase price (the " Change of
`Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such series ofNotes, plus accrued and unpaid interest, if any, to, but
`excluding, the date of purchase (the" Change of Control
`
`30
`
`0229
`
`MYLAN - EXHIBIT 1056 - Part 3 of 5
`Mylan Laboratories Limited v. Aventis Pharma S.A.
`IPR2016-00712
`
`

`

`Purchase Date'') (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant Interest Payment Date if the Notes of
`such series have not been redeemed prior to such record date).
`
`(b) Within 30 days after any Change of Control Repurchase Event with respect to a series of Notes or, at the Company's option, prior to such Change of
`Control but after it is publicly announced, provided that a definitive agreement is in place for such Change of Control, the Company must notify the Trustee and
`give written notice of the Change of Control Repurchase Event to each Holder of such series ofN otes at its address appearing in the security register. The notice
`must state, among other things:
`
`(1)
`
`that a Change of Control Repurchase Event has occurred or may occur with respect to such series ofN otes and the date of such event;
`
`the purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 30 days nor later than 60
`(2)
`days from the date the notice is transmitted, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the
`purchase date may not occur prior to the Change of Control;
`
`(3)
`
`that any Note of such series not tendered will continue to accrue interest;
`
`that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the
`( 4)
`Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
`
`( 5) other procedures that a Holder of Notes of such series must follow to accept a Change of Control Offer or to withdraw acceptance of the
`Change of Control Offer.
`
`(c) The Company will comply with the applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any other applicable securities
`laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions
`of this Section 4.08, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
`this Section 4.08 by virtue of its compliance with such securities laws or regulations. The Company will not be required to make a Change of Control Offer upon a
`Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
`requirements described in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not
`withdrawn under such Change of Control Offer. For Notes which are represented by global certificates held on behalf ofEuroclear and/or Clearstream, notices may
`be given by delivery of the relevant notices to Euroclear and/or Clearstream for communication to entitled account holders in substitution for the notification
`method set out above. So long as any Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and
`the rules of the Irish Stock Exchange so require, any such notice to the holders of the relevant Notes shall also be published to the extent and in the manner
`permitted by such rules, posted on the official website of the Irish Stock Exchange (www .ise.ie) and, in connection with any redemption, the Company will notify
`the Irish Stock Exchange of any change in the principal amount of Notes outstanding.
`
`(d) On the Change of Control Purchase Date, the Company will, to the extent permitted by law:
`
`(1) accept for payment all Notes of each applicable series or portions thereof properly tendered pursuant to the Change of Control Offer;
`
`(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes of each applicable
`series or portions thereof so tendered; and
`
`(3) deliver, or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officer's Certificate to the
`Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
`
`31
`
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`
`

`

`Section 4. 09. Restrictions on Sale Leaseback Transactions.
`
`Neither the Company nor any Domestic Subsidiary of the Company will enter into any Sale Leaseback Transaction with respect to any property unless:
`
`the Company or such Domestic Subsidiary would be entitled to create a Lien on such property securing Attributable Debt without equally
`(a)
`and ratably securing the Notes pursuant to Section 4.07; and
`
`(b)
`the gross proceeds received by the Company or such Domestic Subsidiary in connection with such Sale Leaseback Transaction are at least
`equal to the Fair Market Value of such property.
`
`Notwithstanding the foregoing, the Company or any Domestic Subsidiary of the Company may enter into a Sale Leaseback Transaction if(x) during the
`twelve months following the effective date of the Sale Leaseback Transaction, the Company or such Domestic Subsidiary applies an amount equal to the greater of
`the net proceeds of such sale or transfer and the Fair Market Value of the property that the Company or such Domestic Subsidiary leases in the transaction to (i) the
`voluntary retirement of the Notes or other Indebtedness of the Company or any Domestic Subsidiary of the Company, provided that such Indebtedness ranks pari
`passu or senior to the Notes, or (ii) the acquisition, purchase, construction, development, extension or improvement of any property or assets of the Company or
`any Domestic Subsidiary of the Company used or to be used by or for the benefit of the Company or any Domestic Subsidiary of the Company in the ordinary
`course of business, or (y) the Company or such Domestic Subsidiary equally and ratably secures the Notes as described under Section 4.07.
`
`Section 4.10. Additional Guarantees.
`
`If any Subsidiary of the Company that is not a Guarantor (other than a Receivables Entity) becomes a guarantor or an obligor in respect of any Triggering
`Indebtedness, within 10 Business Days of such event the Company shall cause such Subsidiary to enter into a Supplemental Indenture pursuant to which such
`Subsidiary shall agree to Guarantee the Company's Obligations under theN otes, fully and unconditionally and on a senior basis; provided that in no event shall a
`Subsidiary of the Company that is not a Guarantor of the Notes on the Issue Date be required to provide a Guarantee of the Company's Obligations under the Notes
`if the Company reasonably determines that such Guarantee is prohibited by, or would be unduly burdensome under, applicable laws or would result in adverse tax
`consequences to the Company or any of its Subsidiaries.
`
`Notwithstanding the foregoing, any Guarantee by any Guarantor shall be released in accordance with Section 10.07.
`
`Each Guarantee shall be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without
`rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws
`affecting the rights of creditors generally.
`
`Section 4.11. Compliance Certificate.
`
`(a) The Company and each Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer's Certificate stating that a
`review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a
`view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such
`Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant
`contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or
`Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or
`proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on
`account of the principal of, premium on, if any, or interest, if any, on. the Notes is prohibited or if such event has occurred, a description of the event and what
`action the Company is taking or proposes to take with respect thereto.
`
`32
`
`0231
`
`

`

`(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or
`Event of Default, an Officer's Certificate specifYing such Default or Event of Default and what action the Company is taking or proposes to take with respect
`thereto.
`
`Section 4. I 2. Stay, Extension and Usury Laws.
`
`The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any
`manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
`affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly
`waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein
`granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.
`
`Section4.13. Payments of AdditiollfJI Amounts.
`
`All payments in respect of the Notes of any series by the Company, a Paying Agent, a Guarantor or any other Person on behalf of the Company, or any
`successor thereto (each, a " Payor") shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties,
`assessments or governmental charges of whatever nature (collectively," Taxes'') unless such withholding or deduction is required by applicable law. Where the
`withholding or deduction of Taxes is imposed, collected, withheld, assessed or levied by or on behalf of any jurisdiction in which the Payor is incorporated or tax
`resident (and in the case of the Paying Agent, the jurisdiction through which the Paying Agent makes the payments on the Notes), or any Governmental Authority
`or political subdivision thereof or therein having the power to tax (a "Relevant Jurisdiction '') the Payor will, subject to the exceptions and limitations set forth
`below, pay as additional interest on the Notes of an applicable series such additional amounts ("Additional Amounts '') as are necessary so that the net payment by
`the Company or a Paying Agent or other Payor of the principal of, premium, if any, and interest on such Notes, after deduction for any present or future tax,
`assessment or governmental charge of a Relevant Jurisdiction, imposed by withholding with respect to the payment, will not be less than the amount that would
`have been payable in respect of such Notes had no withholding or deduction been required. Notwithstanding anything herein to the contrary, the obligation to pay
`Additional Amounts shall not apply:
`
`(1) to any Taxes that are only payable because a present or former type of connection exists or existed between the Holder or beneficial owner of the
`Notes of any series and a Relevant Jurisdiction other than a connection related solely to purchase or ownership of Notes of such series;
`
`(2) to any Holder that is not the sole beneficial owner of Notes of a series, or a portion thereof, or that is a fiduciary or partnership, but only to the extent
`that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an
`Additional Amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;
`
`(3) to any Taxes that are imposed or withheld because the Holder or beneficial owner failed to accurately comply with a request from the Company or any
`Paying Agent to meet certification, identification or information reporting requirements concerning the nationality, residence or identity of the Holder or beneficial
`owner of Notes of a series or to satisfy any information or reporting requirement, or to present the relevant note (where presentation is required), if compliance with
`such action is required as a precondition to exemption from, or reduction in, such tax, assessment or other governmental charge by the Relevant Jurisdiction;
`(4) to any Taxes that are imposed other than by withholding or deduction by the Company or a Paying Agent from the payment under, or with respect to,
`the note;
`
`(5) to any estate, inheritance, gift, sales, excise, transfer, wealth, personal property or similar Taxes;
`
`(6) [reserved];
`
`(7) [reserved];
`
`(8) to any Taxes to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30
`days after the relevant amount is first made available for payment to
`
`33
`
`0232
`
`

`

`the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30-day
`period); or
`
`(9) in the case of any combination of the above items.
`In addition, any amounts to be paid on the Notes of any series will be paid net of any deduction or withholding imposed or required pursuant to Sections
`1471 through 1474 of the Internal Revenue Code of 1986, as amended (the" Code''), any current or future regulations or official interpretations thereof; any
`agreement entered into pursuant to Section 14 71 (b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
`agreement entered into in connection with the implementation of such Sections of the Code, and no additional amounts will be required to be paid on account of
`any such deduction or withholding.
`
`The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically
`provided under this Section 4.13 and under Section 3.08 the Company is not required to make any payment with respect to any Taxes imposed by any
`Governmental Authority or political subdivision having the power to tax.
`Section 4.14. Listing. The Company shall use its commercially reasonable efforts to obtain and, for so long as the Notes are outstanding, maintain a listing
`of the Notes on the Official List of the Irish Stock Exchange and their admission to trading on the Global Exchange Market thereof; provided that if at any time the
`Company determines that it will not obtain or maintain the listing of the Notes on the Irish Stock Exchange, the Company shall use it commercially reasonable
`efforts to obtain and thereafter maintain, a listing of such Notes on another market of a stock exchange in the European Union recognized by the European Central
`Bank as an "acceptable market" under the ECB Guideline on the implementation of the Eurosystem monetary policy (Guideline 2015/51 0), as amended, and is a
`''recognised stock exchange" as defined in Section 1005 of the Income Tax Act 2007 of the United Kingdom.
`ARTICLEV
`SUCCESSORS
`
`Section 5.01. Consolidation, Merger and Sale of Assets.
`(a) The Company will not consolidate with any other entity or accept a merger of any other entity into the Company or permit the Company to be
`merged into another Person, or sell or lease all or substantially all the assets of the Company and its Subsidiaries to, any entity, unless:
`(1) either the Company shall be the continuing entity or the successor, transferee or lessee entity, if other than the Company (the " Successor
`Company '') shall expressly assume, by Supplemental Indenture thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the
`obligations of the Company under the Notes and this Indenture;
`immediately after giving pro forma effect to such transaction. no Default shall have occurred and be continuing; and
`(2)
`the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and
`(3)
`such Supplemental Indenture (if any) comply with this Indenture.
`(b) For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and
`assets or one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or
`substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties
`and assets of the Company.
`(c) The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power
`of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from all obligations under this Indenture and
`the Notes.
`
`ARTICLE VI
`DEFAULTS AND REMEDIES
`
`34
`
`0233
`
`

`

`Section6.01. Events of Default.
`
`Each of the following events shall be an " Event of Default" with respect to each series of Notes:
`
`(1) a failure to pay interest upon Notes of such series that continues for a period of 30 days after payment is due;
`
`(2) a failure to pay the principal or premium, if any, on the Notes of such series when due upon maturity, redemption, acceleration or
`otherwise;
`
`(3) a failure to comply with Section 5.01;
`
`(4) a failure to comply with (x) any of the Company's and the Guarantors' other agreements contained in this Indenture and applicable to the
`Notes of such series (other than (i) a failure that is subject to clause (1), (2) or (3) of this Section 6.01 or (ii) a failure to comply with Section 4.03) for a
`period of 60 days after receipt by the Company of written notice of such failure from the Trustee (or receipt by the Company and the Trustee of written
`notice of such failure from the Holders of at least 25% of the principal amount of the applicable series ofNotes) or (y) the requirements set forth in
`Section 4.03 for a period of 120 days after receipt by the Company of written notice of such failure from the Trustee (or receipt by the Company and the
`Trustee of written notice of such failure from the holders of at least 25% of the principal amount of such series of Notes);
`
`(5) one or more defaults shall have occurred under any of the agreements, indentures or instruments under which the Company or any
`Significant Subsidiary has outstanding Indebtedness in excess of$150.0 million, individually or in the aggregate, and either (a) such default results from
`the failure to pay such Indebtedness at its stated final maturity and such default has not been cured or the Indebtedness repaid in full within 20 days of the
`default or (b) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness and such acceleration has not been rescinded
`or such Indebtedness repaid in full within 20 days of the acceleration;
`
`( 6) one or more judgments or orders that exceed $150.0 million in the aggregate (net of amounts covered by insurance or bonded) for the
`payment of money have been entered by a court or courts of competent jurisdiction against the Company or any Significant Subsidiary and such judgment
`or judgments have not been satisfied, stayed, annulled or rescinded within 60 days after such judgment or judgments become final and nonappealable;
`
`(7) any Guarantee by a Significant Subsidiary of the Company's Indenture Obligations under the Notes shall for any reason cease to be, or
`shall for any reason be held in any judicial proceeding not to be, or asserted in writing by any Significant Subsidiary or the Company not to be, in full
`force and effect and enforceable in accordance with its terms, except to the extent contemplated by this Indenture and any such Guarantee by such
`Significant Subsidiary of the Company's Indenture Obligations under the Notes, and any such Default continues for 10 days;
`
`(8)
`
`the Company or any Significant Subsidiary:
`
`(A) commences a voluntary insolvency proceeding;
`
`(B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding or consents to its dissolution or
`winding-up;
`
`(C) consents to the appointment of a Custodian of it or for any substantial part of its property;
`
`(D) makes a general assignment for the benefit of its creditors;
`
`(E) generally is not paying its debts as they become due; or
`
`(F)
`
`takes any comparable action under any foreign laws relating to insolvency;
`
`provided, however, that the liquidation of any Subsidiary of the Company into another Subsidiary of the Company, other than as part of a credit reorganization,
`shall not constitute an Event of Default under this Section 6.01 (8); and
`
`35
`
`0234
`
`

`

`(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
`
`(A)
`
`is for relief against the Company or any Significant Subsidiary in an involuntary insolvency proceeding;
`
`(B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of their property;
`
`(C) orders the winding-up, liquidation or dissolution of the Company or any Significant Subsidiary;
`
`(D) orders the presentation of any plan or arrangement, compromise or reorganization of the Company or any Significant Subsidiary;
`
`or
`
`and in each such case the order or decree remains unstayed and in effect for 60 days.
`
`(E) grants any similar relief under any foreign laws;
`
`The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected
`by operation oflaw or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.
`
`Section 6. 02. Acceleration of Maturity; Rescission.
`
`If an Event of Default with respect to the Notes of a series (other than an Event of Default specified in Sections 6.01(8) and 6.01(9) with respect to the
`Company) shall have occurred and be continuing, the Trustee or the Holders of at least 25% in outstanding principal amount of the Notes of such series, may
`declare to be immediately due and payable the principal amount of all of the Notes of such series then outstanding, plus accrued but unpaid interest to the date of
`acceleration. If an Event of Default specified in Sections 6.01 (8) and 6.01(9) with respect to the Company shall occur, such amount with respect to all the Notes
`shall become automatically due and payable immediately without any further action or notice. After any such acceleration, but before a judgment or decree based
`on acceleration is obtained by the applicable person, the registered Holders of a majority in principal amount of the then outstanding Notes of such series may
`cancel such acceleration if (i) the rescission would not conflict with any judgment or decree and (ii) if all existing Events of Default have been cured or waived
`except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent Default or impair any right
`consequent thereto.
`
`Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or
`powers under this Indenture at the request or direction of any of the Holders of Notes of any series, unless such Holders have offered to the Trustee reasonable
`security or indemnity. Subject to Section 7 .06, the Holders of a majority in aggregate principal amount of any series of Notes then outstanding will 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 the Trustee holds with
`respect to the Notes of such series.
`
`Section6.03. Other Remedies.
`
`If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of
`principal of, or premium, if any, and interest on the Notes of each applicable series or to enforce the performance of any provision of the Notes of each applicable
`series or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which
`it is a party.
`
`The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. Any such
`proceeding instituted by the Trustee may be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the
`payment of the reasonable compensation, expenses, disbursements of the Trustee and its counsel, be for the ratable benefit of the Holders of the Notes in respect of
`which such judgment has been recovered. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default
`shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available
`
`36
`
`0235
`
`

`

`remedies are cumulative, to the extent permitted by law. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the
`Trustee by the Company.
`
`Sectio11 6. 04. Waiver of Past Defaults a11d Eve~~ts of Default.
`
`Provided the Notes of a series are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the
`then outstanding Notes of such series may on behalf of the Holders of all the affected Notes of such series waive any past Default with respect to such series of
`Notes and its consequences by providing written notice thereof to the Company and the Trustee, except a Default ( 1) in the payment of interest on or the principal
`of any Note or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each
`outstanding Note affected. In the case of any such waiver, the Company, the Trustee and the Holders of the Notes of the applicable series will be restored to their
`former positions and rights under this Indenture, respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right
`consequent thereto.
`
`Sectio116.0S. Co11trol by Majority.
`
`The Holders of at least a majority in aggregate principal amount of the outstanding Notes of a series may 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 Notes of such series. However,
`the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in