Common use of Waiver of Past Defaults Clause in Contracts

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interestinterest including Additional Interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest including Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest, if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its and Agent their respective compensation and reimbursed the Trustee and Agent for its their respective reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, of or premiuminterest (including Additional Amounts, if any, or interest, if any, ) on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, including Additional Amounts, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest interest, including Additional Amounts, if any, is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture and the Security Documents except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (46) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, including Additional Interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest or interest Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Prior to the declaration of the ----------------------- acceleration of the maturity of the Notes of all Series as provided in Section 5.01, the Holders of Certificates of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Outstanding Amount of the Trustee may, on behalf Certificates of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, Series may waive any past default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Note Event of Default and its consequences under this Indenture except a default (ia) a Default or Event of Default in the payment of principal of or interest on any of the principal ofNotes, or premium, if any, or interest, if any, on a Note or (iib) a Default or Event of Default in respect of a covenant or provision hereof that under Section 9.2 cannot be modified or amended without the consent of the Holder of each Holder Certificate of all Series or Classes affected and or (bc) rescind in the deposit or distribution of any acceleration Payment or Special Payment under Section 4.01 with respect to any Series or Class of Certificates or in the distribution of any payment under Section 4.02 on any Series or Class of Certificates. Upon any such direction, the Certificate Trustee shall vote such percentage of the Notes and its consequences if (1) of the corresponding Series or Class held by the Certificate Trustee as corresponds to the percentage of the aggregate Outstanding Amount of the Certificates of such rescission would not conflict Series or Class held by Holders who directed the Certificate Trustee to waive such default or Note Event of Default hereunder. Upon any waiver that is effective under the terms of such Series or Class of Notes to waive such default or Note Event of Default, such default or Note Event of Default shall cease to exist with any judgment or decree respect to this Trust Agreement, and, in the case of a court of competent jurisdictiondefault, (2) all existing Events any Note Event of Default arising therefrom shall be deemed to have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because this Trust Agreement and any written direction given by the Certificate Trustee on behalf of the acceleration, (3) such Certificateholders to the extent the payment Note Trustee or in respect of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee any Notes shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent be annulled with respect thereto. When a Default or Event of Default is waived, it is deemed cured, ; but no such waiver shall extend to any subsequent or other Default default or Note Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, prior to a declaration of the acceleration of the maturity of the Securities of any series as provided in Section 5.1, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Securities of such series at the Trustee may, time Outstanding (such series voting as a separate class) may on behalf of the Holders of all the Securities of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all such series waive any past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default default or Event of Default described in the payment of the principal of, or premium, if any, or interest, if any, on a Note clause (d) or (iig) of Section 5.1 that relates to such series of Securities but to less than all series of Securities then Outstanding, except a Default or Event of Default default in respect of a covenant or provision hereof that under Section 9.2 cannot be modified or amended without the consent of each Holder affected and (b) rescind any acceleration affected. Except as otherwise provided with respect to the Notes and its consequences if (1) such rescission would not conflict with Securities of any judgment or decree of a court of competent jurisdictionseries as contemplated by Section 2.3, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because prior to the acceleration of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event maturity of the cure Securities of any series as provided in Section 5.1, the Holders of not less than a majority in aggregate principal amount of all the Securities at the time Outstanding (voting as a single class) may on behalf of all Holders waive any past default or waiver of an Event of Default of the type described in clause (4d) or (g) of Section 6.15.1 that relates to all series of Securities then Outstanding, or described in clause (e) or (f) of Section 5.1, except a default in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all such Securities shall have received an Officer’s Certificate be restored to their former positions and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waivedrights hereunder, it is deemed cured, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all a past or an existing Defaults Default or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal ofprincipal, or premium, if any, or interest, if any, on a Note interest which may only be waived with the consent of each affected Holder or (ii) a Default or Event of Default in respect of a provision that under Section SECTION 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1SECTION 6.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Subject to Sections 508 and 902, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes) may on behalf of the Holders of all the Notes, Notes)by written notice to the Trustee, all past waive any existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of the principal of, interest or premium, if any, or interestAdditional Interest, if any, on or the principal of, any such Note held by a Note non-consenting Holder, or (ii) a Default or Event of Default in respect of a covenant or a provision that under Section 9.2 which cannot be amended or modified without the consent of the Holders of each Holder outstanding Note affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in thereby. In the event of the cure or waiver of an that any Event of Default of the type described specified in clause (4iv) of the first paragraph of Section 6.1501 shall have occurred and be continuing, such Event of Default and all consequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee shall have received an Officer’s Certificate and an Opinion or the Holders of Counsel stating the Notes, if within 30 days after such Event of Default arose (i) the Indebtedness that is the basis for such Event of Default has been cured discharged, or waived. No (ii) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default, or (iii) if the Default or impair any right consequent thereto. When a Default or that is the basis for such Event of Default is waivedhas been cured. Upon any such waiver, it is such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes Notes, by written notice to the Trustee may, on behalf of all of the Holdersin accordance with Section 9.2, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except (i) a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment as a result of such interest is lawfulacceleration). Upon any such waiver, interest on overdue installments of interest, premium, if anysuch Default shall cease to exist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee arising therefrom shall be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, of or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a)(iv), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Securities of all series at the time Outstanding with respect to the Trustee may, which a Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all such Securities waive any past or existing Defaults or Events of Default and its consequences under this Indenture consequences, except a Default in the payment of principal or interest (iunless such Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee) or a Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected; provided, that if the Securities of such series are held by a Xxxxxx Xxxxxxx Capital Trust or a trustee of such trust, such waiver shall not be effective as to such Securities unless the holders of at least a majority in aggregate liquidation amount of the Capital Securities of such trust shall have consented to such waiver; provided further, that if the consent of the Holder of each Outstanding Security of such series is required, such waiver shall not be effective unless each holder of the Capital Securities of such trust shall have consented to such waiver. In the case of any such waiver, the Issuer, the Trustee, the Holders of all such Securities and the holders of any Capital 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 impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anycured, and overdue principal, which has become due otherwise than by such declaration not to have occurred for every purpose of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.01, the Holders of Certificates of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Outstanding Amount of the Holders, (a) waive, by their consent (including, without limitation, consents obtained Certificates may in connection with a purchase of, writing direct the Certificate Trustee to waive any past default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Note Event of Default and its consequences under this Indenture except a default (ia) a Default or Event of Default in the payment of principal of or interest on any of the principal ofNotes, or premium, if any, or interest, if any, on a Note or (iib) a Default or Event of Default in respect of a covenant or provision under the Note Indenture that under Section 9.2 cannot be modified or amended without the consent of the Holder of each Holder Note or all Classes of Notes affected and or (bc) rescind in the deposit or distribution of any acceleration Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02, which defaults may be waived by the Certificate Trustee only upon the written direction of the Holders of each Certificate, or each affected Class, as the case may be. Upon any such direction, the Certificate Trustee shall vote such percentage of the Notes of the corresponding Class held by the Certificate Trustee as corresponds to the percentage of the aggregate Outstanding Amount of the Certificates of such Class held by Holders who directed the Certificate Trustee to waive such default or Note Event of Default hereunder. Upon any waiver that is effective under the terms of the Note Indenture to waive such Note Event of Default, such Note Event of Default shall cease to exist with respect to this Certificate Indenture, and, in the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree case of a court of competent jurisdictiondefault, (2) all existing Events any Note Event of Default arising therefrom shall be deemed to have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because this Certificate Indenture and any written direction given by the Certificate Trustee on behalf of the acceleration, (3) such Certificateholders to the extent the payment Note Trustee or in respect of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee any Notes shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent be annulled with respect thereto. When a Default or Event of Default is waived, it is deemed cured, ; but no such waiver shall extend to any subsequent or other Default default or Note Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes Notes, by written notice to the Trustee may, on behalf of all of the Holdersin accordance with Section 9.2, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except (i) a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment as a result of such interest is lawfulacceleration). Upon any such waiver, interest on overdue installments of interest, premium, if anysuch Default shall cease to exist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee arising therefrom shall be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and all consequences thereof (excluding, however, any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interestinterest (including Additional Amounts, if any, ) on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, including Additional Amounts, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest interest, including Additional Amounts, if any, is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in of the aggregate principal amount of the then outstanding Notes Notes, by written notice to the Trustee mayTrustee, may on behalf of the Holders of all of the Holders, (a) Notes waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a any Note or (ii) a Default or an Event of Default in with respect of a to any covenant or provision that under Section 9.2 which cannot be modified or amended without the consent of the Holder of each Holder affected outstanding Note affected. Upon any such waiver, such Default shall cease to exist, and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events Event of Default arising therefrom shall be deemed to have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of an Event of Default arising from Section 6.01(e) hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to twenty (20) days after such Event of Default arose, the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness that is the basis of such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis of such Event of Default has been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences (including acceleration) under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment as a result of such interest is lawfulacceleration). Upon any such waiver, interest on overdue installments of interest, premium, if anysuch Default will cease to exist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall arising therefrom will be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall will extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(d), such Event of Default and all consequences thereof (excluding, however, any payment default on the Notes Obligations resulting from acceleration of the Notes) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has otherwise been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then then-outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree (except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment as a result of such interest is lawfulacceleration)). Upon any such waiver, interest on overdue installments rescission or cancellation of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default, any such Default is waivedor Event of Default shall cease to exist, it is and any Event of Default arising from any such Default shall be deemed cured, to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite amount of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has otherwise been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.2(b) cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Subject to Sections 508 and 902, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes) may on behalf of the Holders of all the Notes, Notes)by written notice to the Trustee, all past waive any existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of the principal of, interest or premium, if any, or interestLiquidated Damages, if any, on or the principal of, any such Note held by a Note non- consenting Holder, or (ii) a Default or Event of Default in respect of a covenant or a provision that under Section 9.2 which cannot be amended or modified without the consent of the Holders of each Holder outstanding Note affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in thereby. In the event of the cure or waiver of an that any Event of Default of the type described specified in clause (4iv) of the first paragraph of Section 6.1501 shall have occurred and be continuing, such Event of Default and all consequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee shall have received an Officer’s Certificate and an Opinion or the Holders of Counsel stating the Notes, if within 30 days after such Event of Default arose (i) the Indebtedness that is the basis for such Event of Default has been cured discharged, or waived. No (ii) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default, or (iii) if the Default or impair any right consequent thereto. When a Default or that is the basis for such Event of Default is waivedhas been cured. Upon any such waiver, it is such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interestinterest (including Additional Interest), if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest or Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interestinterest or Additional Interest, if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Prior to the declaration of the acceleration of the maturity of the Bonds of a Bond Issuer as provided in Section 5.01, the Holders of Certificates of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Outstanding Amount of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, Certificates may direct the waiver of any past default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Bond Event of Default and its consequences under this Indenture except (i) a Default default or Bond Event of Default (a) in the payment of principal of or interest on any of the principal ofBonds of such Bond Issuer, or premium, if any, or interest, if any, on a Note or (iib) a Default or Event of Default in respect of a covenant or provision under any Bond Indenture that under Section 9.2 cannot be modified or amended without the consent of the Holder of each Holder Certificate of all Tranches affected and or (bc) rescind in the deposit or distribution of any acceleration Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02. Upon any such direction, the Certificate Trustee shall vote the percentage of the Bonds of the corresponding Tranche issued by such Defaulting Bond Issuer held by the Certificate Trustee as corresponds to the percentage of the aggregate Outstanding Amount of the Certificates of such Tranche held by Holders who directed the Certificate Trustee to waive such default or Bond Event of Default hereunder. Upon any waiver that is effective under the terms of a Bond Indenture to waive a Bond Event of Default, such Bond Event of Default shall cease to exist with respect to this Certificate Indenture, and, in the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree case of a court of competent jurisdictiondefault, (2) all existing Events any Bond Event of Default arising therefrom shall be deemed to have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because this Certificate Indenture and any written direction given by the Certificate Trustee on behalf of the acceleration, (3) Certificateholders to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Bond Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that Bonds under which such Bond Event of Default has been cured waived or waived. No in respect of any such rescission Bonds shall affect any subsequent Default or impair any right consequent be annulled with respect thereto. When a Default or Event of Default is waived, it is deemed cured, ; but no such waiver shall extend to any subsequent or other Default default or Bond Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, Outstanding Securities of any series may on behalf of the Holders of all the Securities of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection such series waive any past default hereunder with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default respect to such series and its consequences under this Indenture consequences, except (i1) a Default or Event of Default continuing default in the payment of the principal ofof or any premium or interest on any Security of such series, or premium, if any, or interest, if any, on a Note or (ii2) a Default or Event of Default default in respect of a covenant or provision that hereof which under Section 9.2 Article Nine cannot be modified or amended without the consent of the Holder of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment Outstanding Security of such interest is lawfulseries affected. Upon any such waiver, interest on overdue installments of interest, premium, if anysuch default shall cease to exist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed curedthis Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default default or impair any right consequent right.thereon. Section 514. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. Section 515. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (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 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 had been enacted. 36

Waiver of Past Defaults. The Prior to the declaration of the ----------------------- acceleration of the maturity of the Notes of all Series as provided in Section 5.01, the Holders of Certificates of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to Outstanding Amount of the Trustee may, on behalf Certificates of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, Series may waive any past default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Note Event of Default and its consequences under this Indenture except a default (ia) a Default or Event of Default in the payment of the principal of, of or premium, if any, or interestinterest on any of the Notes, if any, on a Note or (iib) a Default or Event of Default in respect of a covenant or provision that under Section 9.2 hereof which cannot be modified or amended without the consent of the Holder of each Holder Certificate of all Series or Classes affected and or (bc) rescind in the deposit or distribution of any acceleration Payment or Special Payment under Section 4.01 with respect to any Series or Class of Certificates or in the distribution of any payment under Section 4.02 on any Series or Class of Certificates. Upon any such direction, the Certificate Trustee shall vote such percentage of the Notes and its consequences if (1) of the corresponding Series or Class held by the Certificate Trustee as corresponds to the percentage of the aggregate Outstanding Amount of the Certificates of such rescission would not conflict Series or Class held by Holders who directed the Certificate Trustee to waive such default or Note Event of Default hereunder. Upon any waiver that is effective under the terms of such Series or Class of Notes to waive such default or Note Event of Default, such default or Note Event of Default shall cease to exist with any judgment or decree respect to this Trust Agreement, and, in the case of a court of competent jurisdictiondefault, (2) all existing Events any Note Event of Default arising therefrom shall be deemed to have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because this Trust Agreement and any written direction given by the Certificate Trustee on behalf of the acceleration, (3) such Certificateholders to the extent the payment Note Trustee or in respect of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee any Notes shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent be annulled with respect thereto. When a Default or Event of Default is waived, it is deemed cured, ; but no such waiver shall extend to any subsequent or other Default default or Note Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment as a result of such interest is lawfulacceleration). Upon any such waiver, interest on overdue installments of interest, premium, if anysuch Default shall cease to exist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee arising therefrom shall be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if prior to the earlier of (i) a declaration of acceleration pursuant to the preceding paragraph and (ii) 20 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each affected Holder affected and (b) rescind any such acceleration with respect to the such Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Subject to Sections 508 and 902, the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), ) may on behalf of the Holders of all past of the Notes waive any existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture or any Guarantee except (i) a continuing Default or Event of Default in the payment of the principal ofinterest on, or premium, if any, or interestthe principal of, if anyany such Note held by a non-consenting Holder, on a Note or (ii) a Default or Event of Default in respect of a covenant or a provision that under Section 9.2 which cannot be amended or modified without the consent of each Holder affected and (b) rescind any acceleration thereby in accordance with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in Section 902 hereof. In the event of the cure or waiver of an that any Event of Default specified in Section 501(iv) shall have occurred and be continuing, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause Notes, if within 20 days after such Event of Default arose (4x) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, or waived. No (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Default Event of Default, or impair any right consequent thereto. When a Default or (z) if the default that is the basis for such Event of Default is waivedhas been cured. Upon any such waiver, it is such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the a Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interestinterest including Additional Interest, if any, on a Note unless the consent is received of each affected Holder or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest including Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest, if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its Trustees and Agent their respective compensation and reimbursed the Trustee Trustees and Agent for its their respective reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee Trustees shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, (a) Notes waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except other than nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration). Upon any such waiver, (3) such Default shall cease to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anyexist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee arising therefrom shall be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default specified in Section 6.01(a)(iv), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any consequent rightsuch events.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice PRIOR TO THE DECLARATION OF THE ACCELERATION OF THE MATURITY OF THE STORM RECOVERY BONDS AS PROVIDED IN SECTION 5.02, THE HOLDERS REPRESENTING NOT LESS THAN A MAJORITY OF THE OUTSTANDING AMOUNT OF THE STORM RECOVERY BONDS MAY WAIVE ANY PAST DEFAULT OR EVENT OF DEFAULT AND ITS CONSEQUENCES EXCEPT A DEFAULT (A) IN PAYMENT OF PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON ANY OF THE STORM RECOVERY BONDS OR (B) IN RESPECT OF A COVENANT OR PROVISION HEREOF WHICH CANNOT BE MODIFIED OR AMENDED WITHOUT THE CONSENT OF THE HOLDER OF THE STORM RECOVERY BONDS. IN THE CASE OF ANY SUCH WAIVER, THE ISSUER, THE INDENTURE TRUSTEE AND THE HOLDERS SHALL BE RESTORED TO THEIR FORMER POSITIONS AND RIGHTS HEREUNDER, RESPECTIVELY; BUT NO SUCH WAIVER SHALL EXTEND TO ANY SUBSEQUENT OR OTHER DEFAULT OR IMPAIR ANY RIGHT CONSEQUENT THERETO. Upon any such waiver, such Default shall cease to the Trustee mayexist and be deemed to have been cured and not to have occurred, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default or any Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment and not to have occurred, for every purpose of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereto.

Waiver of Past Defaults. The Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Securities of all series at the time Outstanding with respect to the Trustee may, which a Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all such Securities waive any past or existing Defaults or Events of Default and its consequences under this Indenture consequences, except a Default in the payment of principal or interest (iunless such Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee) or a Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected; provided, that if the Securities of such series are held by a Morgan Stanley Capital Trust or a trustee of such trust, such waiver xxxxx xxx xx effective as to such Securities unless the holders of at least a majority in aggregate liquidation amount of the Capital Securities of such trust shall have consented to such waiver; provided further, that if the consent of the Holder of each Outstanding Security of such series is required, such waiver shall not be effective unless each holder of the Capital Securities of such trust shall have consented to such waiver. In the case of any such waiver, the Issuer, the Trustee, the Holders of all such Securities and the holders of any Capital 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 impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anycured, and overdue principal, which has become due otherwise than by such declaration not to have occurred for every purpose of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all any past or existing Defaults Default or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.02 cannot be amended or waived without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.01(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightright except as provided in Section 6.01(b).

Waiver of Past Defaults. The Holders holders of a majority in principal amount of the Securities of any series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to holders not joining in such direction or would involve the Trustee in personal liability. Prior to any declaration accelerating the Maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such series of Securities at the then outstanding Notes by written notice to the Trustee may, time Outstanding may on behalf of the holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all Securities of such series waive any past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default or Event of Default hereunder and its consequences except a Default in the payment of interest or any premium on or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment Securities of such interest is lawfulseries. Upon any such waiver the Company, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1Guarantor, the Trustee and the holders of the Securities of such series shall have received an Officer’s Certificate be restored to their former positions and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waivedrights hereunder, it is deemed cured, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.06, said Default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Waiver of Past Defaults. The Subject to Sections 6.10 and 9.2, ----------------------- at any time after a declaration of acceleration with respect to the Notes as described in Section 6.1, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee mayCompany and to the Trustee, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), may waive all past or existing Defaults or Events defaults and rescind and annul a declaration of Default acceleration and its consequences under this Indenture except if (i) a Default or Event all existing Events of Default in Default, other than the payment nonpayment of the principal of, or premium, if any, interest and other monetary obligations on the Notes that have become due solely by such declaration of acceleration, have been cured or interest, if any, on a Note or waived and (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events . Such waiver shall not excuse a continuing Event of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent in the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, Additional Amounts, if any, or Liquidated Damages, if any, on such Note held by a non-consenting Holder, or in respect of a covenant or a provision which has become due otherwise than by such declaration cannot be amended or modified without the consent of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in all Holders. In the event of the cure or waiver of an any Event of Default specified in subsection 6.1(f), such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause Notes, if within 60 days after such Event of Default arose (4x) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, or waived(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or (z) if the default that is the basis for such Event of Default has been cured. No The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such rescission shall affect any subsequent Default or impair any right consequent theretowaiver and attaching copies of such consents. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightcured and ceases.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences under this Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment as a result of such interest is lawfulacceleration). Upon any such waiver, interest on overdue installments of interest, premium, if anysuch Default will cease to exist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall arising therefrom will be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall will extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the LLC Co-Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has otherwise been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest (including Additional Interest) on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest or interest Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Officers’ Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.02 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2ii) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4iv) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5v) in the event of the cure or waiver of an Event of Default of the type described in clause (4iv) of Section 6.16.01, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Subject to Section 7.4 and Section 13.4, the Holders of a majority in aggregate principal amount of the then outstanding Original Discount Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Original Discount Notes) may on behalf of the Holders of all the Original Discount Notes, Notes)by written notice to the Issuer, all past waive any existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture Note Purchase Agreement except (i) a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principalinterest on, premium, if any, or interest that has become due solely because the principal of (or if prior to June 30, 2003, the accelerationAccreted Value), (3) to any such Original Discount Note held by a non-consenting Holder, or in respect of a covenant or a provision which cannot be amended or modified without the extent the payment consent of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in all Holders. In the event of the cure or waiver of an that any Event of Default specified in Section 7.1(v) shall have occurred and be continuing, such Event of Default and all consequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Holders of the type described in clause Original Discount Notes, if within 30 days after such Event of Default arose (4i) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating Indebtedness that is the basis for such Event of Default has been cured discharged, or waived. No (ii) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default, or (iii) if the Default or impair any right consequent thereto. When a Default or that is the basis for such Event of Default is waivedhas been cured. Upon any such waiver, it is such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount, or principal amount at Maturity, as applicable, of the Notes of any series then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, waive an existing Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Event of Default and its consequences under this Indenture hereunder, except (ia) a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interestinterest on, if anythe Notes, on a Note or (iib) a Default or Event of Default in respect of a covenant or provision that which under Section 9.2 this Indenture or any indenture supplemental hereto cannot be modified or amended without the consent of each Holder affected the Holders of all or more than a majority in principal amount, or principal amount at Maturity, as applicable, of the outstanding Notes of such series affected. Upon any such waiver, such Default shall cease to exist, and (b) rescind any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Notwithstanding anything to the contrary in this Article 6, at any time after a declaration of acceleration with respect to Notes of any series has been made, the Holders of a majority in principal amount, or principal amount at Maturity, as applicable, of the outstanding Notes of that series, or of all series, as the case may be, by written notice to the Issuers and the Trustee, may rescind and annul the declaration and its consequences if (1) such the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) and if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such Such a rescission shall will not affect any subsequent Default default or impair any right consequent thereto. When to a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightrescission.

Waiver of Past Defaults. The Subject to Sections 6.10 and 9.2, ----------------------- at any time after a declaration of acceleration with respect to the Notes as described in Section 6.1, the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee mayCompany and to the Trustee, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), may waive all past or existing Defaults or Events defaults and rescind and annul a declaration of Default acceleration and its consequences under this Indenture except if (i) a Default or Event all existing Events of Default in Default, other than the payment nonpayment of the Accreted Value or principal of, or premium, if any, interest and other monetary obligations on the Notes that have become due solely by such declaration of acceleration, have been cured or interest, if any, on a Note or waived and (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events . Such waiver shall not excuse a continuing Event of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent in the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, Accreted Value, Additional Amounts, if any, or Liquidated Damages, if any, on such Note held by a non-consenting Holder, or in respect of a covenant or a provision which has become due otherwise than by such declaration cannot be amended or modified without the consent of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in all Holders. In the event of the cure or waiver of an any Event of Default specified in subsection 6.1(f), such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause Notes, if within 60 days after such Event of Default arose (4x) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, or waived(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or (z) if the default that is the basis for such Event of Default has been cured. No The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such rescission shall affect any subsequent Default or impair any right consequent theretowaiver and attaching copies of such consents. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightcured and ceases.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture and the Collateral Documents except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Subject to Sections 6.10 and 9.2, at any time after a declaration of acceleration with respect to the Notes as described in Section 6.1, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee mayCompany and to the Trustee, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), may waive all past or existing Defaults or Events defaults and rescind and annul a declaration of Default acceleration and its consequences under this Indenture except if (i) a Default or Event all existing Events of Default in Default, other than the payment nonpayment of the principal of, or premium, if any, interest and other monetary obligations on the Notes that have become due solely by such declaration of acceleration, have been cured or interest, if any, on a Note or waived and (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events . Such waiver shall not excuse a continuing Event of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent in the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, Additional Amounts, if any, or Liquidated Damages, if any, on such Note held by a non-consenting Holder, or in respect of a covenant or a provision which has become due otherwise than by such declaration cannot be amended or modified without the consent of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in all Holders. In the event of the cure or waiver of an any Event of Default specified in Section 6.1(f) above, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause Notes, if within 60 days after such Event of Default arose (4x) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, or waived(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or (z) if the default that is the basis for such Event of Default has been cured. No The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such rescission shall affect any subsequent Default or impair any right consequent theretowaiver and attaching copies of such consents. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightcured and ceases.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note held by a non-consenting Holder or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.2(b) cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), Notes waive all past and any existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture hereunder, except (i) a continuing Default or Event of Default in the payment of the principal of, or premiumpremium on, if any, or interest, if any, on on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a Note or (ii) a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default or shall cease to exist, and any Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. If a Default is deemed to occur solely as a consequence of the existence of another Default (the “Initial Default”), then, at the time such Initial Default is cured, the Default that resulted solely because of that Initial Default will also be cured without any further action. Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.03 hereof or impair otherwise to deliver any consequent rightnotice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by Section 4.03 hereof or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture. Any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, waive any existing Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Event of Default and its consequences under this Indenture hereunder except (i) a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, or premium, if any, or interest, if any, on the Notes. In the event of a Note or (ii) a Default or declaration of acceleration of the Notes because an Event of Default described in respect clause (v) of Section 6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or Payment Default triggering such Event of Default pursuant to clause (v) of Section 6.01 shall be remedied or cured by the Company or a provision that under Section 9.2 cannot be amended without Restricted Subsidiary of the consent Company or waived by the holders of each Holder affected and (b) rescind any the relevant Indebtedness within 20 days after the declaration of acceleration with respect to thereto and if (i) the annulment of the acceleration of the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, jurisdiction and (2ii) all existing Events of Default have been cured or waived Default, except nonpayment of principal, premium, if any, premium or interest on the Notes that has become became due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event acceleration of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1Notes, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such rescission waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall affect be restored to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any subsequent such waiver, such Default or impair shall cease to exist, and any right consequent thereto. When a Default or Event of Default is waived, it is arising therefrom shall be deemed cured, to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes Securities by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, such Securities waive an existing Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events an Event of Default and its consequences under this Indenture except (i) a continuing Default or an Event of Default in the payment of the principal of, of or premium, if any, or interest, if any, interest on a Note or Security, (ii) a Default or an Event of Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (iii) a Default or an Event of Default in respect of a provision that under Section 9.2 9.02 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in Securityholder affected. In the event of the cure or waiver of an any Event of Default specified in Section 6.01(4), such Event of the type described in clause Default and all consequences thereof (4including without limitation any acceleration or resulting payment default) of Section 6.1shall be annulled, waived and rescinded, automatically and without any action by the Trustee shall have received an Officer’s Certificate and an Opinion or the Holders, if within 20 days after such Event of Counsel stating Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, or waived. No (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default, or (z) if the default that is the basis for such Event of Default or impair any right consequent theretohas been cured. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes of any series by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes of such series, (ai) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default with respect to such series of Notes and its consequences under this Indenture (except (i) a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes of such series (other than such non-payment of principal or premium, if any, or interest, if any, on interest that has become due as a Note result of such acceleration)) or (ii) a Default waive compliance with any provision of this Indenture, the Notes of such series or Event the Guarantees if, in each case of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected clauses (i) and (b) rescind any acceleration with respect to the Notes and its consequences if (1) ii), such waiver, rescission or cancellation, as applicable, would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or decree. Upon any waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waivedeffected pursuant to clause (i) of the previous sentence with respect to any series of Notes, it is such Default or Event of Default shall cease to exist with respect to such series of Notes, and any Event of Default with respect to such series of Notes arising therefrom shall be deemed cured, to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.1(iv), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of such series, if prior to 20 days after such Event of Default arose, the Lux Co-Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite amount of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has otherwise been cured.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount Upon the instruction of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Required Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all the Lease Indenture Trustee shall waive any past or existing Defaults or Events of Default default hereunder and its consequences under this and upon any such waiver such default shall cease to exist and any Lease Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or as well as any Lease Event of Default in respect giving rise to such Lease Indenture Event of a provision that under Section 9.2 cannot Default) or Lease Indenture Default (as well as any Lease Default giving rise to such Lease Indenture Default) arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed curedthis Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default default or impair any right consequent rightthereon. SECTION 4.9 WAIVER OF STAY, EXTENSION, MORATORIUM LAWS; EQUITY OF REDEMPTION. To the maximum extent permitted by law, the Owner Trust shall not at any time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of any applicable present or future stay, extension or moratorium law, that may affect observance or performance of the provisions of this Indenture; nor claim, take or insist upon any benefit or advantage of any present or future law providing for the valuation or appraisal of the Indenture Estate or any portion thereof prior to any sale or sales thereof that may be made under or by virtue of Section 4.2 or 4.3 hereof; and the Owner Trust, to the extent that it lawfully may, hereby waives all benefit or advantage of any such law or laws. The Owner Trust for itself and all who may claim under it, hereby waives, to the maximum extent permitted by applicable law, any and all rights and equities of redemption from sale under the power of sale created hereunder or from sale under any order or decree of foreclosure of this Indenture and (if a Lease Indenture Default shall have occurred) all notice or notices of seizure, and all right to have the Indenture Estate marshalled upon any foreclosure hereof. The Indenture Trustee shall not be obligated to pursue or exhaust its rights or remedies as against any other part of the Indenture Estate and the Owner Trust hereby waives any right or claim of right to have the Indenture Trustee proceed in any particular order.

Waiver of Past Defaults. The Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Securities of all series at the time Outstanding with respect to the Trustee may, which a Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all such Securities waive any past or existing Defaults or Events of Default and its consequences under this Indenture consequences, except a Default in the payment of principal or interest (iunless such Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee) or a Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected; provided, that if the Securities of such series are held by a Mxxxxx Sxxxxxx Capital Trust or a trustee of such trust, such waiver shall not be effective as to such Securities unless the holders of at least a majority in aggregate liquidation amount of the Capital Securities of such trust shall have consented to such waiver; provided further, that if the consent of the Holder of each Outstanding Security of such series is required, such waiver shall not be effective unless each holder of the Capital Securities of such trust shall have consented to such waiver. In the case of any such waiver, the Issuer, the Trustee, the Holders of all such Securities and the holders of any Capital 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 impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anycured, and overdue principal, which has become due otherwise than by such declaration not to have occurred for every purpose of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes Securities affected by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, such Securities waive an existing Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events an Event of Default and its consequences under this Indenture except (i) a continuing Default or an Event of Default in the payment of the principal of, of or premium, if any, or interest, if any, interest on a Note or Security, (ii) a Default or an Event of Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (iii) a Default or an Event of Default in respect of a provision that under Section 9.2 9.02 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in Securityholder affected. In the event of the cure or waiver of an any Event of Default specified in Section 6.01(4), such Event of the type described in clause Default and all consequences thereof (4including without limitation any acceleration or resulting payment default) of Section 6.1shall be annulled, waived and rescinded, automatically and without any action by the Trustee shall have received an Officer’s Certificate and an Opinion or the Holders, if within 20 days after such Event of Counsel stating Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, or waived. No (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default, or (z) if the default that is the basis for such Event of Default or impair any right consequent theretohas been cured. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Parent has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The In the case of an Event of Default specified in clause (f) of the first paragraph under Section 6.01, an Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded with respect to the Notes of each series, automatically and without any action by the Trustee or the Holders, if within 60 days after such Event of Default first arose the Issuers deliver an Officer’s Certificate to the Trustee stating that (i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (ii) the holders of the Indebtedness have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (iii) the default that is the basis for such Event of Default has been cured; provided, however, that in no event shall an acceleration of the principal amount of any series of Notes pursuant to Section 6.02 hereof be annulled, waived or rescinded upon the happening of any such events. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes of a series by written notice to the Trustee may, may on behalf of all the Holders of the Holders, Notes of such series (a1) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, waive any existing Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Event of Default and its consequences under this Indenture Indenture, except (i) a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note on, or (ii) a Default the principal of or Event premium on, the Notes of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected any series and (b2) rescind any an acceleration with respect to the Notes and its consequences if (1) such the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) and if all existing Events of Default have been cured or waived (except nonpayment of principal, premium, if any, principal or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No Upon any such rescission shall affect any subsequent Default or impair any right consequent thereto. When a waiver, such Default or Event of Default is waivedshall cease to exist, it is and any Event of Default arising therefrom shall be deemed cured, to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Subject to Sections 6.10 and 9.2, at any time after a declaration of acceleration with respect to the Notes as described in Section 6.2, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee Trustee, may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all waive any past or existing Defaults Default or Events Event of Default and its consequences under this Indenture (except (i) with respect to a continuing Default or Event of Default in the payment of principal, premium, interest and Additional Amounts, if any) and rescind and annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, or premium, if any, or interestinterest and Additional Amounts, if any, on a Note that have become due solely by such declaration of acceleration, have been cured or waived and (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events . Such waiver shall not excuse a continuing Event of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent in the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than or Additional Amounts, if any, on such Note held by such declaration of acceleration, has been paid, (4) the Issuer has paid a non-consenting Holder. The Company shall deliver to the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5a) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate stating (i) that the requisite percentage of Holders has consented to such waiver and attaching copies of such consents and (ii) whether the Officer is aware of any judgment or decree of a court of competent jurisdiction that could conflict with such rescission, and (b) if pursuant to (a)(ii) above an Officer states that they are aware of any judgment or decree of a court of competent jurisdiction that could conflict with such rescission, an Opinion of Counsel stating that such Event judgment or decree of Default has been cured or waived. No a court of competent jurisdiction does not conflict with such rescission shall affect any subsequent Default or impair any right consequent theretorescission. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightcured and ceases.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture and the Security Documents except (ia) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (iib) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (46) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes, voting as a class and not by individual series, or, if less than all of the several series of Notes are affected, the Holders of a majority in aggregate principal amount of the Notes of each series affected, by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or an existing Defaults or Events Event of Default and its consequences under this Indenture and the Security Documents except (iA) a Default or an Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (iiB) a Default or an Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2ii) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, paid and (4iv) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1advances, the Trustee shall have received an Officer’s Officers’ Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. When a Default or an Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.02 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2ii) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4iv) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5v) in the event of the cure or waiver of an Event of Default of the type described in clause (4iv) of Section 6.16.01, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default and its consequences under this Supplemental Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premiumpremium and overdue principal, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of all of the aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive an existing Default or Event of Default and its consequences hereunder with regard to a continuing Default or Event of Default in the payment of the principal, Redemption Price or Purchase Price of, or interest or Liquidated Damages, if any, on the Notes. Holders of not less than 75% in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive an existing Default or Event of Default and its consequences hereunder for all Defaults or Events of Default arising from provisions of this Indenture which may only be amended by Holders of not less than 75% in aggregate principal amount of the then outstanding Notes. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, waive an existing Default or tender offer or exchange offer for, Notes), Event of Default and its consequences hereunder for all past or existing Defaults or Events of Default and its consequences under arising from provisions of this Indenture except which may only be amended by Holders of not less than a majority in aggregate principal amount of the then outstanding Notes. After a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of the applicable percentage of aggregate principal amount of Notes outstanding, by written notice to the Company and the Trustee, may annul such declaration if (i) the Company has paid or deposited with the Trustee a Default sum sufficient to pay (a) all sums paid or Event of Default in advanced by the payment Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the principal ofTrustee, or premiumits agents and counsel, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes all overdue interest on all Notes, and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3c) to the extent the that payment of such interest is lawful, interest on upon overdue installments of interest, premiuminterest and Liquidated Damages, if any, at the rate borne by the Notes; and overdue principal(ii) all Events of Default, other than the non-payment of principal of the Notes which has become due otherwise than solely by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No Upon any such rescission waiver, such Default shall affect cease to exist, and any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is arising therefrom shall be deemed cured, to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (iA) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (iiB) a Default or Event of Default in respect of a provision that under Section ‎Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2ii) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4iv) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable compensation, fees, costs, expenses, disbursements disbursements, indemnities, and advances (including, without limitation, the fees and expenses of its counsel) and (5v) in the event of the cure or waiver of an Event of Default of the type described in clause (4‎(iv) of Section 6.1‎Section 6.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note held by a non-consenting Holder or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except those arising as a result of nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Subordinated Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all Subordinated Notes waive any past or existing Defaults or Events of Default and its consequences default under this Indenture and its consequences, except (i) a Default or Event of Default default in the payment of the principal of, or premiuminterest on, if anyany Subordinated Note, or in respect of a covenant or provision of this Indenture which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Note. Upon any such waiver, such default will cease to exist, and any Event of Default arising from such default will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any consequent right. Section 413 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Subordinated Notes by his acceptance of such Subordinated Notes will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 413 will not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest, if any, on a Note any Subordinated Notes on or after the Stated Maturity or Maturities expressed in such Subordinated Notes (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdictionor, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event case of redemption, on or after the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightRedemption Date).

Waiver of Past Defaults. The Subject to Sections 508 and 902, the Holders of a majority in aggregate principal amount of the then outstanding Discount Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Discount Notes) may on behalf of the Holders of all the Discount Notes, Notes)by written notice to the Trustee, all past waive any existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principalinterest on, premium, if any, or interest that has become due solely because the principal of (or if prior to November 15, 2002, the accelerationAccreted Value), (3) to any such Discount Note held by a non-consenting Holder, or in respect of a covenant or a provision which cannot be amended or modified without the extent the payment consent of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in all Holders. In the event of the cure or waiver of an that any Event of Default specified in Section 501(v) shall have occurred and be continuing, such Event of Default and all consequences thereof (including without limitation any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause Discount Notes, if within 30 days after such Event of Default arose (4i) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating Indebtedness that is the basis for such Event of Default has been cured discharged, or waived. No (ii) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default, or (iii) if the Default or impair any right consequent thereto. When a Default or that is the basis for such Event of Default is waivedhas been cured. Upon any such waiver, it is such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon. SECTION 514. [Intentionally Omitted].

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, including Additional Interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest or interest Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, interest, premium or Liquidated Damages, if any, on the Notes; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default may rescind an acceleration and its consequences under this Indenture except (i) a Default or Event of Default in the consequences, including any related payment of the principal of, or premiumdefault that resulted from such acceleration, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) or if all existing Events of Default have been cured or waived except nonpayment of principalwaived. Upon any such waiver, premium, if any, or interest that has become due solely because of the acceleration, (3) such Default will cease to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anyexist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall arising therefrom will be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Indenture; but no such waiver shall will extend to any subsequent or other Default or impair any right consequent thereon. In the event an Event of Default set forth under (v)(A) of Section 6.01 hereof has occurred and is continuing, such Event of Default shall be automatically annulled if the Payment Default triggering such Event of Default under of Section 6.01(v)(A) hereof has been be remedied or impair any consequent rightcured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 60 days of its occurrence and all other Events of Default, if any, under this Indenture have been cured and waived.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders holders of a majority in principal amount of the Securities of any series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series, provided, however, that, subject to the provisions of Sections 1101 and 1102, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be unduly prejudicial to holders not joining in such direction or would involve the Trustee in personal liability. Prior to any declaration accelerating the Maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such series of Securities at the then outstanding Notes by written notice to the Trustee may, time Outstanding may on behalf of the holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all Securities of such series waive any past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default or Event of Default hereunder and its consequences except a Default in the payment of interest or any premium on or the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment Securities of such interest is lawfulseries. Upon any such waiver the Company, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1Guarantor, the Trustee and the holders of the Securities of such series shall have received an Officer’s Certificate be restored to their former positions and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waivedrights hereunder, it is deemed cured, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 706, said Default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture or the Security Documents except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, including Additional Interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest or interest Additional Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest, if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, of or premiuminterest (including Additional Amounts, if any, or interest, if any, ) on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, including Additional Amounts, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest interest, including Additional Amounts, if any, is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. SECTION 6.5.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes affected (whether a single or both series), voting as a single class, by written notice to the Trustee may, on behalf of all of the HoldersHolders of such series, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, NotesNotes of such series), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, interest on a Note of such series or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.02 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes of such series and its consequences if (1i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2ii) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4iv) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5v) in the event of the cure or waiver of an Event of Default of the type described in clause (4iv) of Section 6.16.01, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding New Second Lien Secured Notes of the applicable series by written notice to the applicable Second Lien Trustee may, on behalf of the Holders of all of the Holdersapplicable series New Second Lien Secured Notes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, rescind or tender offer cancel any declaration of an existing or exchange offer for, Notes), all past Default or existing Defaults or Events Event of Default and its consequences (including acceleration) under this Second Lien Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except (i) a Continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest, if any, on a Note or New Second Lien Secured Notes of the applicable series (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) other than such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, principal or interest that has become due solely because as a result of such acceleration, or with respect to the failure to deliver the consideration due upon conversion, in the case of the accelerationNew Second Lien Convertible Notes). Upon any such waiver, (3) such Default will cease to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anyexist, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an any Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall arising therefrom will be deemed to have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event for every purpose of Default is waived, it is deemed cured, this Second Lien Indenture; but no such waiver shall will extend to any subsequent or other Default or impair any right consequent thereon. In the event of any Event of Default arising from Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any payment default on the Second Lien Obligations resulting from acceleration of the New Second Lien Secured Notes) will be annulled, waived and rescinded, automatically and without any action by the applicable Second Lien Trustee or the Holders of the applicable series of New Second Lien Secured Notes, if prior to twenty (20) days after such Event of Default arose, the Company delivers an Officer’s Certificate to the applicable Second Lien Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or impair any consequent right(z) the default that is the basis for such Event of Default has otherwise been cured.

Waiver of Past Defaults. In the case of an Event of Default specified in clause (5) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting Payment Default) will be annulled, waived and rescinded with respect to the Notes, automatically and without any action by the Trustee or the Holders of the Notes, if within 60 days after such Event of Default first arose the Company delivers an Officers’ Certificate to the Trustee stating that (1) the Indebtedness or Guarantee that is the basis for such Event of Default has been paid or discharged, (2) the Holders of the Indebtedness have rescinded or waived the acceleration giving rise to such Event of Default or (3) the Default that is the basis for such Event of Default has been otherwise cured; provided, however, that in no event shall an acceleration of the principal amount of the Notes as described under Section 6.02, waived or rescinded upon the happening of any such events. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, waive any existing Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Event of Default and its consequences under this Indenture hereunder, except (i) a continuing Default or Event of Default in the payment of the principal of, or premiumpremium on, if any, interest or interestAdditional Interest, if any, on a Note or on, the Notes (ii) a including in connection with an offer to purchase); provided, the Trustee has been compensated for all amounts it is owed in connection with such Default or Event of Default. Upon any such waiver pursuant to this Section 6.04, the corresponding Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected shall cease to exist, and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events Event of Default arising therefrom shall be deemed to have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, premium or interest, if any, and Additional Amounts on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee and the Company may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interestinterest (including Additional Interest), if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest (including Additional Interest), if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest if any, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any 108 right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The At any time after declaration of acceleration with respect to the 1997 Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or the Holders, where applicable, the Holders of a majority in aggregate principal amount of the then outstanding Notes 1997 Notes, by written notice to the Trustee mayCompany and the Trustee, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default may rescind and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes annul such declaration and its consequences if (1a) such rescission would not conflict the Company has paid or deposited with any judgment or decree the Trustee a sum sufficient to pay (i) all overdue installments of a court of competent jurisdictioninterest on all the 1997 Notes, (2ii) all existing Events the principal of Default any 1997 Notes that have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because otherwise than by such declaration of acceleration and interest thereon at the accelerationrate or rates prescribed therefor in the 1997 Notes, (3iii) to the extent the that payment of such interest is lawful, interest on overdue installments of interest, premium, if anythe defaulted interest at the rate or rates prescribed therefor in the 1997 Notes, and overdue principal(iv) all money paid or advanced by the Trustee under this Indenture and the reasonable compensation, which has expenses, disbursements and advances of the Trustee, its agents, counsel and other advisors and (b) all Defaults and Events of Default, other than the non- payment of the principal of 1997 Notes that have become due otherwise than solely by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waivedwaived as provided in this Indenture. No such rescission shall will affect any subsequent Default or impair any right consequent theretothereon. When a Default or Event of Default is waived, it is deemed cured, but no such cured and stops continuing. No waiver shall extend to any subsequent or other Default or impair any right consequent thereto but any Event of Default or impair any consequent rightarising from such Default shall be deemed to have been cured for every purpose of this Indenture. This Section 6.04 shall be ------------ in lieu of TIA (S)316(a)(1)(B) and said TIA section is hereby expressly excluded from this Indenture, as permitted by the TIA.

Waiver of Past Defaults. The RECISSION OF ACCELERATION Holders of all of the aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive an existing Default or Event of Default and its consequences hereunder with regard to a continuing Default or Event of Default in the payment of the principal, Redemption Price or Purchase Price of, or interest or Liquidated Damages, if any, on the Notes. Except as provided in the immediately preceding sentence, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, waive an existing Default or tender offer or exchange offer for, Notes), Event of Default and its consequences hereunder for all past or existing Defaults or Events of Default arising from provisions of this Indenture. Upon any such waiver, such Default shall cease to exist, and its consequences under this Indenture except (i) a Default or any Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment for every purpose of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon. After a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of not less than a majority in aggregate principal amount of Notes outstanding, by written notice to the Company and the Trustee, may annul such declaration if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (b) all overdue interest and Liquidated Damages, if any, on all Notes, and (c) to the extent that payment of such interest is lawful, interest upon overdue interest and Liquidated Damages, if any, at the rate borne by the Notes; and (ii) all Events of Default, other than the non-payment of principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived. SECTION 6.5.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all a past or an existing Defaults Default or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal ofprincipal, or premium, if any, or interest, if any, on a Note interest which may only be waived with the consent of each affected Holder or (ii) a Default or Event of Default in respect of a provision that under Section SECTION 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all 134 existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1SECTION 6.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premiuminterest on, if any, or interest, if any, on any Note held by a Note non-consenting holder or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements 121 and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Subject to Sections 6.10 and 9.2, at any time after a declaration of acceleration with respect to the Notes as described in Section 6.2, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee Trustee, may, on behalf of the Holders of all of the HoldersNotes, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all waive any past or existing Defaults Default or Events Event of Default and its consequences under this Indenture (except (i) with respect to a continuing Default or Event of Default in the payment of principal, premium, interest and Additional Amounts, if any) and rescind and annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, or premium, if any, or interestinterest and Additional Amounts, if any, on a Note that have become due solely by such declaration of acceleration, have been cured or waived and (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events . Such waiver shall not excuse a continuing Event of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent in the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than or Additional Amounts, if any, on such Note held by such declaration of acceleration, has been paid, (4) the Issuer has paid a non-consenting Holder. eircom Funding shall deliver to the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5a) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate stating (i) that the requisite percentage of Holders has consented to such waiver and attaching copies of such consents and (ii) whether the Officer is aware of any judgment or decree of a court of competent jurisdiction that could conflict with such rescission, and (b) if pursuant to (a)(ii) above an Officer states that they are aware of any judgment or decree of a court of competent jurisdiction that could conflict with such rescission, an Opinion of Counsel stating that such Event judgment or decree of Default has been cured or waived. No a court of competent jurisdiction does not conflict with such rescission shall affect any subsequent Default or impair any right consequent theretorescission. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightcured and ceases.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 9.2(b) cannot be amended amended, supplemented or waived without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, paid and (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture and the Notes Collateral Documents except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all a past or an existing Defaults Default or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on interest of any Note held by a Note non-consenting Holder or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Securities of all series at the time Outstanding with respect to the Trustee may, which a Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, such Securities waive any past default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Default and its consequences under this Indenture consequences, except a default in the payment of principal or interest (iunless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee) or a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected; provided, that if the Securities of such series are held by a Xxxxxx Xxxxxxx Capital Trust or a trustee of such trust, such waiver shall not be effective as to such Securities unless the holders of at least a majority in aggregate liquidation amount of the Capital Securities of such trust shall have consented to such waiver; provided further, that if the consent of the Holder of each Outstanding Security of such series is required, such waiver shall not be effective unless each holder of the Capital Securities of such trust shall have consented to such waiver. In the case of any such waiver, the Issuer, the Trustee, the Holders of all such Securities and the holders of any Capital 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 impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anycured, and overdue principal, which has become due otherwise than by such declaration not to have occurred for every purpose of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then New Convertible Notes at the time outstanding Notes by written notice to the Trustee may, determined in accordance with Section 5.03 may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, New Convertible Notes waive any past Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events Event of Default hereunder and its consequences under this Indenture except (i) a Default or Event of Default default in the payment of the principal of, or premium, if any, or accrued and unpaid interest, if any, on a Note on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the New Convertible Notes when due that has not been cured pursuant to the provisions of Section 8.01, (ii) a Default failure by the Company to deliver the Common Stock or Event Warrants due upon optional conversion of Default the New Convertible Notes pursuant to this Agreement or (iii) a default in respect of a covenant or provision that hereof which under Section 9.2 11.03 cannot be modified or amended without the consent of each Holder affected of an outstanding New Convertible Note affected. Upon any such waiver the Company and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because Holders of the acceleration, (3) New Convertible Notes shall be restored to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, their former positions and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 8.03, said Default or Event of Default shall for all purposes of the New Convertible Notes and this Agreement 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.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture and the Collateral Documents except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Subordinated Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all Subordinated Notes waive any past or existing Defaults or Events of Default and its consequences default under this Indenture and its consequences, except (i) a Default or Event of Default default in the payment of the principal of, or premiuminterest on, if anyany Subordinated Note, or in respect of a covenant or provision of this Indenture which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Note. Upon any such waiver, such default will cease to exist, and any Event of Default arising from such default will be deemed to have been cured, for every purpose of this Indenture, but no such waiver will extend to any subsequent or other default or impair any consequent right. Section 413 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Subordinated Notes by his acceptance of such Subordinated Notes will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 413 will not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest, if any, on a Note any Subordinated Notes on or after the Stated Maturity or Maturities expressed in such Subordinated Notes (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdictionor, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event case of redemption, on or after the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent rightRedemption Date).

Waiver of Past Defaults. The Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02 or the liquidation or sale of the Trust Estate pursuant to Section 5.04, (i) the Holders of Class A Notes representing at least 51% of the Outstanding Amount of the Class A Notes (acting together as a majority single Class), without the consent of any Holder of the Class B Notes or Class C Notes or (ii) after the Class A Notes have been paid in aggregate full, the Holders of the Class B Notes representing at least 51% of the Outstanding Amount of the Notes, without the consent of any Holder of the Class C Notes or (iii) after the Class B Notes have been paid in full, the Holders of the Class C Notes representing at least 51% of the Outstanding Amount of the Notes, without the consent of any Holder of the Certificates (excluding for such purposes the outstanding principal amount of the then outstanding any Notes held of record or beneficially owned by written notice to the Trustee mayTMCC, on behalf TMCRC or any of all their Affiliates); may waive any past Default, Event of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, Default or tender offer or exchange offer for, Notes), all past or existing Defaults or Events of Servicer Default and its consequences under this Indenture except (i) a Default or Event of Default (a) in the payment deposit of collections or other required amounts into the principal ofCollection Account, Principal Distribution Account, Payahead Account or Reserve Fund, or premium, if any, or interest, if any, on a Note or (iib) a Default or Event of Default in respect of a covenant or provision hereof that under Section 9.2 cannot be modified or amended without the consent of the Holder of each Holder affected Note. In the case of any such waiver, the Issuer, the Indenture Trustee and (b) rescind any acceleration with respect to the Holders of the Notes shall be restored to their former positions and its consequences if (1) rights hereunder, respectively; but no such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) waiver shall extend to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent or other Default or impair any right consequent thereto. When a Upon any such waiver, such Default or shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default is waivedarising therefrom shall be deemed to have been cured and not to have occurred, it is deemed cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereto.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note held by a non-consenting Holder or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances (including reasonable attorney’s and agent’s fees and expenses) and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, of or premium, if any, or interest, if any, interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premiuminterest, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.l(a)(4), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Waiver of Past Defaults. The Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Securities of all series at the time Outstanding with respect to the Trustee may, which a Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all such Securities waive any past or existing Defaults or Events of Default and its consequences under this consequences, except a Default in the payment of principal or interest (unless such Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Indenture except (iTrustee) or a Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected; provided, that if the Securities of such series are held by a GW Capital Trust or a trustee of such trust, such waiver shall not be effective as to such Securities unless the holders of at least a majority in aggregate liquidation amount of the Trust Preferred Securities of such trust shall have consented to such waiver; provided further, that if the consent of the Holder of each Outstanding Security of such series is required, such waiver shall not be effective unless each holder of the Trust Preferred Securities of such trust shall have consented to such waiver. In the case of any such waiver, the Issuer, the Indenture Trustee, the Holders of all such Securities and the holders of any Trust Preferred 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 impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot arising therefrom shall be amended without the consent of each Holder affected and (b) rescind any acceleration with respect deemed to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if anycured, and overdue principal, which has become due otherwise than by such declaration not to have occurred for every purpose of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent rightthereon.

Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), all past an existing Default or existing Defaults or Events Event of Default and its consequences under this Indenture and the Security Documents except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, premium, if any, interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.16.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.