officers
or directors, and the legal advisers of the Corporation and the Warrant Agent,
may attend any meeting of the Warrantholders, but shall have no vote as such.
Section 9.11
Powers Exercisable by Extraordinary
Resolution:
In addition to all other powers conferred upon them by any other provision of
this Indenture or by law, the Warrantholders at a meeting shall have the
following powers exercisable from time to time by Extraordinary Resolution:
31
(A)
POWER TO CONSENT AND AGREE TO ANY
MODIFICATION, ABROGATION, ALTERATION, COMPROMISE OR ARRANGEMENT OF THE RIGHTS OF
WARRANTHOLDERS OR, WITH THE REASONABLE CONSENT OF THE WARRANT AGENT, OF THE
WARRANT AGENT (IN ITS CAPACITY AS WARRANT AGENT HEREUNDER OR ON BEHALF OF THE
WARRANTHOLDERS) WITH THE CORPORATION, WHETHER SUCH RIGHTS ARISE UNDER THIS
INDENTURE OR THE WARRANT CERTIFICATES OR OTHERWISE;
(B)
SUBJECT TO ARRANGEMENTS AS TO FINANCING AND
INDEMNITY SATISFACTORY TO THE WARRANT AGENT, POWER TO DIRECT OR AUTHORIZE THE
WARRANT AGENT (I) TO ENFORCE ANY OF THE COVENANTS OF THE CORPORATION CONTAINED
IN THIS INDENTURE OR THE WARRANT CERTIFICATES, (II) TO ENFORCE ANY OF THE RIGHTS
OF THE WARRANTHOLDERS IN ANY MANNER SPECIFIED IN SUCH EXTRAORDINARY RESOLUTION,
OR (III) TO REFRAIN FROM ENFORCING ANY SUCH COVENANT OR RIGHT;
(C)
POWER TO WAIVE AND DIRECT THE WARRANT AGENT
TO WAIVE ANY DEFAULT ON THE PART OF THE CORPORATION IN COMPLYING WITH ANY
PROVISION OF THIS INDENTURE OR THE WARRANT CERTIFICATES, EITHER UNCONDITIONALLY
OR UPON ANY CONDITIONS SPECIFIED IN SUCH EXTRAORDINARY RESOLUTION;
(D)
POWER TO RESTRAIN ANY WARRANTHOLDER FROM
TAKING OR INSTITUTING ANY SUIT, ACTION OR PROCEEDING AGAINST THE CORPORATION (I)
FOR THE ENFORCEMENT OF ANY OF THE COVENANTS OF THE CORPORATION CONTAINED IN THIS
INDENTURE OR THE WARRANT CERTIFICATES, OR (II) TO ENFORCE ANY OF THE RIGHTS OF
THE WARRANTHOLDERS;
(E)
POWER TO DIRECT ANY WARRANTHOLDER WHO, AS
SUCH, HAS BROUGHT ANY SUIT, ACTION OR PROCEEDING TO STAY OR DISCONTINUE OR
OTHERWISE DEAL WITH THE SAME UPON PAYMENT OF THE COSTS, CHARGES AND EXPENSES
REASONABLY AND PROPERLY INCURRED BY SUCH WARRANTHOLDER IN CONNECTION THEREWITH;
(F)
POWER TO APPOINT ANY PERSONS (WHETHER
WARRANTHOLDERS OR NOT) AS A COMMITTEE TO REPRESENT THE INTERESTS OF THE
WARRANTHOLDERS AND TO CONFER UPON SUCH COMMITTEE ANY POWERS OR DISCRETIONS WHICH
THE WARRANTHOLDERS COULD THEMSELVES EXERCISE BY EXTRAORDINARY RESOLUTION OR
OTHERWISE;
(G)
POWER FROM TIME TO TIME AND AT ANY TIME TO
REMOVE THE WARRANT AGENT AND TO APPOINT A SUCCESSOR WARRANT AGENT;
(H)
POWER TO AMEND, ALTER OR REPEAL ANY
EXTRAORDINARY RESOLUTION PREVIOUSLY PASSED;
(I)
POWER TO ASSENT TO ANY CHANGE IN OR
OMISSION FROM THE PROVISIONS CONTAINED IN THE WARRANT CERTIFICATES AND THIS
INDENTURE OR ANY ANCILLARY OR SUPPLEMENTAL INSTRUMENT WHICH MAY BE AGREED TO BY
THE CORPORATION, AND TO AUTHORIZE THE WARRANT AGENT TO CONCUR IN AND EXECUTE ANY
ANCILLARY OR SUPPLEMENTAL INDENTURE EMBODYING THE CHANGE OR OMISSION; AND
(J)
POWER TO ASSENT TO ANY COMPROMISE OR
ARRANGEMENT WITH ANY CREDITOR OR CREDITORS OR ANY CLASS OR CLASSES OF CREDITORS,
WHETHER SECURED OR OTHERWISE, AND WITH HOLDERS OF