Common use of Waiver of Past Defaults Clause in Contracts

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholders. Upon any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02 or the liquidation or sale of the Trust Estate pursuant to Section 5.04, the Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class), may, on behalf without the consent of all Noteholders, the Holder of the Certificate; may waive any past Default, Event of Default or Event of Servicer Default and its consequences except a (a) Servicer Default or Event of Default (i) in the payment deposit of principal of collections or interest on any of other required amounts into the Notes Collection Account or Reserve Account, or (iib) Default in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of at least a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Securities may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the IssuerIssuing Entity, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, Outstanding Amount may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall respectively be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02 or the liquidation or sale of the Collateral pursuant to Section 5.04, the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, mayvoting as a single class, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default in (ia) in the payment of principal of or interest on any of the Notes or (iib) an Event of Default in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02 or the liquidation or sale of the Trust Estate pursuant to Section 5.04, the Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class), maywithout the consent of the Holder of the Certificate, on behalf of all Noteholders, may waive any past Default, Event of Default or Event of Servicer Default and its consequences except a (a) Servicer Default or Event of Default (i) in the payment deposit of principal of collections or interest on any of other required amounts into the Notes Collection Account or Reserve Account, or (iib) Default in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any such Event of Default arising therefrom (in the case of a Default) 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of the maturity of the Notes money due has been obtained as provided described in Section 5.25.3, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default Default: (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the IssuerIssuing Entity, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders Noteholders of Notes evidencing of not less than 51% a majority of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, Outstanding Amount may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall respectively be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of the maturity of the Notes amounts due has been obtained as provided described in Section 5.2, the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Outstanding Principal Balance of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default Default: (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the deposit of collections or other required amounts, or any required payment from amounts held in any trust account in respect of amounts due on the Notes, (b) in payment of principal of of, or interest or amounts due on any of the Notes or (iic) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Class of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes Recovery Bonds as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassRecovery Bonds of an affected Tranche, may, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (iA) in the payment of principal of or premium, if any, or interest on any of the Notes Recovery Bonds or (iiB) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Recovery Bond of all Tranches affected. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders Enhancer (so long as no Enhancer Default exists) or the Noteholders of Notes evidencing not less than 51% a majority of the aggregate Note Balance of the Controlling ClassNotes, maywith the consent of the Enhancer, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences consequences, except a Default or an Event of Default (ia) in the with respect to payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersNoteholder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Majority Noteholders may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 5150% of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Securities may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon The Indenture Trustee will give written notice of any such waiver to the Swap Counterparty, if any. In the case of any such waiver, the IssuerIssuing Entity, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Outstanding Balance of the Controlling ClassNotes may waive, mayin writing, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class, Class may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Class may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, Note Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note (other than the Class XS Notes). Upon In the case of any such waiver, the IssuerIssuing Entity, the Grantor Trust, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, Class of Notes may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of the maturity of the Notes money due has been obtained as provided described in Section 5.25.3, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default Default: (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amendedsupplemented, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Issuer shall notify each Rating Agency of any waiver of a Default or Event of Default. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance principal amount of the Controlling ClassNotes Outstanding, mayvoting as a group, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Class may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholders. Upon any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing Noteholders representing not less than 51% of the Note Balance of the Controlling Class, Class may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or Notes, (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note or (iii) arising from the occurrence of an Insolvency Event with respect to the Issuer. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the The Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class, Outstanding Securities may, on behalf of the Holders of all Noteholdersthe Securities, waive any past Default or Event of Default hereunder and its consequences consequences, except a Default or Event of Default Default (ia) in the payment of the principal of (or premium, if any) or interest on any of the Notes or Security, or (iib) in respect of a covenant or provision hereof that which under Article 8 cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Outstanding Security affected, or (c) in respect of the covenant contained in Section 9.15, which under Article 8 cannot be modified or amended without the consent of the Holders of two-thirds in principal amount of the Outstanding Securities. Upon any The Issuer and Level 3 Parent shall deliver to the Trustee an Officers’ Certificate stating that the requisite Holders of a majority in principal amount of the Outstanding Securities have consented to such waiverwaiver and attaching such consents upon which, subject to Section 1.04, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretomay conclusively rely. Upon any such waiver, such Default or Event of Default default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurredcured, for every purpose of this Indenture, ; but no such waiver shall extend to any subsequent or other Default default or Event of Default or impair any right consequent theretothereon.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.4, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassInsurer or, mayif an Insurer Default has occurred and is continuing, on behalf of all Noteholders, a Note Majority may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders Note Insurer, or if a Note Insurer Default exists, the Owners of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersNote Insurer or the Owner of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Note Insurer and the Noteholders Owners of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders holders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Controlling Class, may, on behalf of all Noteholders, Class Outstanding may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing Insurer or, if an Insurer Default shall have occurred and be continuing, the Noteholders representing not less than 51% a majority of the Note Balance Balances, with the consent of the Controlling Class, may, on behalf of all Noteholders, Insurer may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Insurer and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of Cash due has been obtained by the maturity Trustee, as provided in this Article 5, Holders of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, may waive any past Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default and its consequences except a Default or consequences; provided that any such Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) occurrence in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the waiver or consent of all each Holder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Trustee shall promptly give written notice of any such waiver to the Collateral Manager, the Revolving Credit Note Agent and each Holder. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurredcured, 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of amounts due has been obtained by the maturity of the Notes Trustee, as provided in Section 5.2this Article 5, the Holders a Majority of each and every Class of Notes evidencing not less than 51% of the Note Balance of the Controlling (voting as a separate Class, ) may, on behalf of the Holders of all Noteholdersthe Notes, waive any past Default or Event in respect of Default the Notes and its consequences consequences, except a Default or Event of Default Default: (ia) in the payment of principal of or any Note; (b) in the payment of interest on any in respect of the Notes or Controlling Class; (iic) in respect of a covenant or provision hereof that that, under Section 8.2, cannot be amended, supplemented modified or modified amended without the waiver or consent of all the NoteholdersHolder of each Outstanding Note adversely affected thereby; or (d) in respect of any right, covenant or provision hereof for the individual protection or benefit of the Trustee, without the Trustee’s express written consent thereto. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Co-Issuer, the Trustee, and the Noteholders Holders of the Notes shall be restored to their respective former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Trustee shall promptly give written notice of any such waiver to the Loan Obligation Manager and each Noteholder. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurredcured, 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Insurer or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Notes, acting together as a single Class, may, on behalf with the consent of all Noteholders, the Insurer may waive any past Default or Event of Default and its consequences except a Default or Event consequences. In the case of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholders. Upon any such waiver, the Issuer, the Indenture Trustee Trustee, the Insurer and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, Notes may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Insurer or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Notes, acting together as a single Class, may, on behalf with the consent of all Noteholders, the Insurer may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Insurer and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Insurer or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Notes with the consent of all Noteholders, the Insurer may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Insurer and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 5150% of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Securities may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of ------------------------ the acceleration of the maturity of the Notes of all Series as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Notes of all Noteholders, Series may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or premium, if any, or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Note of all Series or Classes affected. In the Noteholders. Upon case of any such waiver, the Note Issuer, the Indenture Note Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02 or the liquidation or sale of the Trust Estate pursuant to Section 5.04, the Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling Notes (acting together as a single Class), maywithout the consent of the Holder of the Certificate (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, on behalf TAFR LLC or any of all Noteholders, their Affiliates); may waive any past Default, Event of Default or Event of Servicer Default and its consequences except a (a) Servicer Default or Event of Default (i) in the payment deposit of principal of collections or interest on any of other required amounts into the Notes Collection Account or Reserve Account, or (iib) Default in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance principal amount of the Controlling Class, may, on behalf of all Noteholders, Notes Outstanding may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes Transition Bonds as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassTransition Bonds of an affected Tranche, maytogether with the PUCT, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or premium, if any, or interest on any of the Notes Transition Bonds or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Transition Bond of all Tranches affected. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, Majority Noteholders may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or Notes, (iib) arising under any Hedge Agreement, (c) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note, or (d) occurring as a result of an event specified in Section 5.1(a)(iv) or (v). Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Holders of the Notes and the Noteholders Hedge Counterparties shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto. The Indenture Trustee shall promptly give written notice of any such waiver to each Rating Agency.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes Environmental Trust Bonds as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Environmental Trust Bonds of all Noteholders, an affected Tranche may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or premium, if any, or interest on any of the Notes Environmental Trust Bonds or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Environmental Trust Bond of all Tranches affected. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Note or of all Classes affected. In the Noteholders. Upon case of any such waiver, the Note Issuer, the Indenture Note Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 Note Indenture, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 5150% of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Securities may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon The Indenture Trustee will give written notice of any such waiver to the Swap Counterparty. In the case of any such waiver, the IssuerIssuing Entity, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Note or of all Classes affected, which Defaults may be waived only by the NoteholdersHolders of each Note, or each affected Class, as the case may be. Upon In the case of any such waiver, the Note Issuer, the Indenture Note Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 Note Indenture, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of Money due has been obtained by the maturity of the Notes Trustee, as provided in Section 5.2this Article V, a Majority of the Controlling Class may on behalf of the Holders of all the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences consequences, except a Default or Event of Default Default: (ia) in the payment of the principal of or any Secured Note (which may be waived only with the consent of the Holder of such Secured Note); (b) in the payment of interest on any Secured Note (which may be waived only with the consent of the Notes or Holder of such Secured Note); (iic) in respect of a covenant or provision hereof that under Section 8.2 cannot be amended, supplemented modified or modified amended without the waiver or consent of the Holder of each Outstanding Note materially and adversely affected thereby (which may be waived only with the consent of all each such Holder); or (d) in respect of a representation contained in Section 7.19 (which may be waived only by a Majority of the NoteholdersControlling Class). Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Trustee shall promptly give written notice of any such waiver to the Rating Agency, the Collateral Manager and each Holder. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurredcured, 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02 hereof, the Note Insurer, or if a Note Insurer Default exists, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Principal Balances of the Controlling ClassNotes, may, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or an Event of Default (ia) in the with respect to payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note or (c) the waiver of which would materially and adversely affect the interests of the Note Insurer or modify its obligation under the Note Insurance Policy. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 IndentureIndenture and the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2 above, the Insurer (so long as no Insurer Default exists) or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, maywith the consent of the Insurer (so long as no Insurer Default exists), on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Insurer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration The Holders of the acceleration of the maturity a majority in aggregate principal amount of the Notes as provided in Section 5.2, outstanding may on behalf of the Holders of all outstanding Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past Default or Event of Default under this Supplemental Indenture or any other provision of the Indenture with respect to the Notes and its consequences consequences, except a Default or Event of Default (i1) in the payment of the principal of of, premium, if any, or interest on any Note (which may only be waived with the consent of the Notes each Holder affected) or (ii2) in respect of a covenant or provision hereof that which under Section 8.02 cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note affected by such modification or amendment. Upon any This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such waiver, Section 316(a)(1)(B) of the Issuer, the TIA is hereby expressly excluded from this Supplemental Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunderNotes, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretoas permitted by the TIA. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Supplemental Indenture, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretothereon.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersSecurities Insurer or the Holder of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Securities Insurer and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration The Holders of the acceleration of the maturity not less than a majority in aggregate principal amount of the Notes as provided outstanding, by written notice (including, without limitation, consents obtained in Section 5.2connection with a purchase of, or tender offer or exchange offer for the Notes) to the Trustee and the Company, may on behalf of the Holders of all outstanding Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past existing Default or Event of Default or non-compliance with any provisions under this Indenture and its consequences consequences, except a continuing Default or Event of Default (i1) in the payment of the principal of of, premium, if any, or interest on any Note (which may only be waived with the consent of the each Holder of Notes affected), or (ii2) in respect of a covenant or provision hereof that which under this Indenture cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note affected by such modification or amendment. Upon In case of any such waiver, the IssuerCompany, the Indenture Trustee and the Noteholders Holders shall be restored to their former positions and rights hereunderhereunder and under the Notes, respectively. This Section 9.04 shall be in lieu of §316(a)(1)(B) of the TIA and such §316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretoas permitted by the TIA. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, 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 theretothereon.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of at least a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Securities may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon The Indenture Trustee will give written notice of any such waiver to the Swap Counterparty, if any. In the case of any such waiver, the IssuerIssuing Entity, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each such Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior (A) With respect to all Master Servicer Defaults, (x) with respect to the declaration of Group I Student Loans and the acceleration of the maturity of the Notes as provided in Section 5.2Group I Notes, the Holders of Notes evidencing Group I Controlling Parties, representing not less than 5125% of the Note Balance Outstanding Amount of the related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Group II Controlling ClassParties, mayrepresenting not less than 25% of the Outstanding Amount of the related Group II Notes, on behalf may waive in writing any default by the Master Servicer in the performance of its obligations hereunder, but only with respect to the related group of Financed Student Loans, and (B) with respect to all Administrator Defaults, the Group I and Group II Controlling Noteholders, representing, in the aggregate, not less than 25% of the Outstanding Amount of all Noteholdersof the related Group I and Group II Notes, may waive in writing any past Default or Event default by the Administrator in the performance of Default its obligations hereunder and its under the Administration Agreement, and any consequences thereof, except a Default default in making any required deposits to or Event of Default (i) in the payment of principal of or interest on payments from any of the Notes Trust Accounts (or (iigiving instructions regarding the same) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholdersaccordance with this Agreement. Upon any such waiverwaiver of a past default, the Issuersuch default shall cease to exist, the Indenture Trustee and any Master Servicer Default or Administrator Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no Administration Agreement. No such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Notes may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes Transition Bonds of all Series as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassTransition Bonds of an affected Series or Tranche, maytogether with the PUCT, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or premium, if any, or interest on any of the Notes Transition Bonds or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Transition Bond of all Series or Tranches affected. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes of any Series as provided in Section 5.25.02, Noteholders holding Notes evidencing a majority of the Holders Series Outstanding Amount of such Series of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all such Noteholders, waive any past Default or Event of Default with respect to such Series of Notes and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes of such Series or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note of such Series. Upon In the event of any such waiver, the Issuer, the Indenture Trustee and the Noteholders of such outstanding Series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto. The Issuer shall give prompt written notice of any waiver to the Rating Agencies.

Waiver of Past Defaults. Prior to the declaration The Holders of the acceleration of the maturity not less than a majority in aggregate principal amount of the Notes as provided outstanding, by written notice (including, without limitation, consents obtained in Section 5.2connection with a purchase of, or tender offer or exchange offer for the Notes) to the Trustee and the Company, may on behalf of the Holders of all outstanding Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past existing Default or Event of Default or non-compliance with any provisions under this Indenture and its consequences consequences, except a continuing Default or Event of Default (i1) in the payment of the principal of of, premium, if any, or interest on any Note (which may only be waived with the consent of the each Holder of Notes affected), or (ii2) in respect of a covenant or provision hereof that which under this Indenture cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note affected by such modification or amendment. Upon In case of any such waiver, the IssuerCompany, the Indenture Trustee and the Noteholders Holders shall be restored to their former positions and rights hereunderhereunder 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, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretoas permitted by the TIA. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, 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 theretothereon.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Controlling Class, may, on behalf of all Noteholders, Notes Outstanding may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the deposit of collections or other required amounts, any required payment from amounts held in any trust account in respect of amounts due on the Notes, (b) in payment of principal of of, interest or interest amounts due on any of the Notes or (iic) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2(a), the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Voting Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the IssuerOwner Trustee, the Owner Trust Estate, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder, respectively, ; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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, Indenture and for purposes of Section 8.01(b) of the Pooling and Servicing Agreement; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.210.02 as may be modified by any Indenture Supplement, the Holders of Notes evidencing not less Noteholders representing more than 5150% of the Note Outstanding Class Principal Balance of the Controlling Class, may, on behalf all Classes of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except (i) a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholders. Upon each Noteholder and (ii) before any such waiver, the Issuerwaiver may be effective, the Indenture Trustee and the Noteholders shall be restored Servicer must receive any reimbursement then due or payable in respect of unreimbursed Advances (including Advance Interest thereon) or any other amounts then due to their former positions and rights hereunder, respectivelythe Servicer or the Indenture Trustee hereunder or under the other Transaction Documents (including, but no such waiver shall extend not limited to, outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses, and indemnification due to any subsequent or the Servicer and the Indenture Trustee hereunder and under the other Default or Event of Default or impair any right consequent theretoTransaction Documents). Upon any such waiver, such Default or Event of 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, Indenture or any Indenture Supplement; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, at any time when the Security Insurer is not the Controlling Party, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2 above, the Holders of Notes evidencing not less than 51% of Insurer (so long as no Insurer Default has occurred and is continuing), or if an Insurer Default has occurred and is continuing, the Note Balance of the Controlling ClassMajority Noteholder, may, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Insurer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders Owners of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersNote Insurer or the Owner of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Note Insurer and the Noteholders Owners of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior If an Insurer Default shall have occurred and be continuing, prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.4, the Holders of Notes evidencing not less than 51% of the a Note Balance of the Controlling Class, may, on behalf of all Noteholders, Majority may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Unmatured Event of Default or Event of Default and its consequences except a Default or an Unmatured Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Unmatured Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Unmatured Event of 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 Unmatured Event of Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the The Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class, Outstanding Securities may, on behalf of the Holders of all Noteholdersthe Securities, waive any past Default or Event of Default hereunder and its consequences consequences, except a Default or Event of Default Default (i1) in the payment of the principal of (or premium, if any) or interest on any of the Notes or Security, or (ii2) in respect of a covenant or provision hereof that which under Article Eight cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Outstanding Security affected, or (3) in respect of the covenant contained in Section 913, which under Article Eight cannot be modified or amended without the consent of the Holders of two-thirds in principal amount of the Outstanding Securities. Upon any The Issuer and Level 3 Parent shall deliver to the Trustee an Officers’ Certificate stating that the requisite Holders of a majority in principal amount of the Outstanding Securities have consented to such waiverwaiver and attaching such consents upon which, subject to Section 104, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretomay conclusively rely. Upon any such waiver, such Default or Event of Default default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurredcured, for every purpose of this Indenture, ; but no such waiver shall extend to any subsequent or other Default default or Event of Default or impair any right consequent theretothereon.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of money due has been obtained as described in Section 5.02, the holders of not less than a majority of the acceleration of the maturity Outstanding Amount of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment when due of principal of or interest (including, subject to the limitations of Sections 2.07(d) and 8.02(c), any Noteholders' Interest Index Carryover) on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all each holder of the NoteholdersNotes. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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, 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes Energy Transition Bonds as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassEnergy Transition Bonds, mayby written notice to the Indenture Trustee, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or premium, if any, or interest on any of the Notes Energy Transition Bonds or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of the Holder of each Energy Transition Bond of all tranches affected. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of Money due has been obtained by the maturity of the Notes Trustee, as provided in Section 5.2this Article V, a Majority of the Controlling Class may on behalf of the Holders of all the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences consequences, except a Default or Event of Default Default: (ia) in the payment of the principal of or any Note (which may be waived only with the consent of the Holder of such Note); (b) in the payment of interest on any Note (which may be waived only with the consent of the Notes or Holder of such Note); (iic) in respect of a covenant or provision hereof that under Section 8.2 cannot be amended, supplemented modified or modified amended without the waiver or consent of the Holder of each Outstanding Note materially and adversely affected thereby (which may be waived only with the consent of all each such Holder); or (d) in respect of a representation contained in Section 7.19. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. The Trustee shall promptly give written notice of any such waiver to each of the Rating Agencies, the Collateral Manager and each Holder. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurredcured, 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% Noteholders representing a majority of the Note Balance of the Outstanding Notes of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 5150% of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Securities may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the IssuerIssuing Entity, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes Recovery Bonds as provided in Section 5.25.02, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassRecovery Bonds, may, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (iA) in the payment of principal of or premium, if any, or interest on any of the Notes Recovery Bonds or (iiB) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Recovery Bond. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all each Noteholder. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes Storm Recovery Bonds as provided in Section 5.25.02, the Holders of Notes evidencing not less than 51% representing a majority of the Note Balance Outstanding Amount of the Controlling ClassStorm Recovery Bonds, mayby written notice to the Indenture Trustee, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or premium, if any, or interest on any of the Notes Storm Recovery Bonds or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Storm Recovery Bond. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders 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 Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.29.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassNote Class of Notes, maysubject to Section 11.10, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or Notes, (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note or (c) depriving the Indenture Trustee or any Noteholder of any lien, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be. Upon In the case of any such waiver, the IssuerOwner Trustee, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2(a), the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder, respectively, ; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 or affect any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior Holders of a majority in principal amount of the then outstanding Notes by notice to the declaration Trustee may on behalf of the acceleration Holders of the maturity all of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default (i) in the payment of the principal of or premium, interest or Liquidated Damages, if any, on any of the Notes or (ii) including in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholders. Upon any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored connection with an offer to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretopurchase). Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, 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 theretothereon. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any Notes for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Indenture or the Notes, unless such consideration is offered to be paid or agreed to be paid to all holders of the Notes which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2(a), the Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, such Outstanding Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the waiver or consent of all the NoteholdersHolder of such Outstanding Notes. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder, respectively, ; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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, Indenture and for purposes of Section 8.1(a)(ii) of the Sale and Servicing Agreement; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior The Security Insurer may on behalf of all Holders of the Notes, waive any past Default, provided that if an Insurer Default shall have occurred and be continuing, prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2(c), the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or Notes, (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note or (c) which waiver would materially adversely affect the Security Insurer. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Class of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.. 34 (2019-A Indenture)

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class, may, on behalf of all Noteholders, Note Class may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or Notes, (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note or (c) depriving the Indenture Trustee or any Noteholder of any lien, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Class of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. 35 (2021-C Indenture) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.2 above, the Insurer (so long as no Insurer Default exists) or the Holders of Notes evidencing representing not less than 51% a _________ of the Note Balance Outstanding Amount of the Controlling ClassNotes, maywith the consent of the Insurer (so long as no Insurer Default exists), on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Insurer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Insurer so long as it is the Controlling Party and otherwise the Indenture Trustee, at the direction of Holders of Notes evidencing not less holding in the aggregate more than 5150% of the outstanding Note Balance of the Controlling ClassBalance, may, on behalf of all Noteholders, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note, as applicable. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Insurer and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. . (b) Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration time a judgment or decree for payment of the acceleration of the maturity of the Notes money due has been obtained as provided described in Section 5.25.02, the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, maywith the prior written consent of the Swap Counterparties, on behalf of all Noteholdersif any, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment when due of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of each Noteholder and any Swap Counterparties; provided, however, that all Noteholders may waive events described in clauses (a) and (b) hereof. In the Noteholders. Upon case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 be cured and not to have occurred, for every purpose of this Indenture, Indenture to the extent specified in such waiver but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or Notes, (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note or (c) depriving the Indenture Trustee or any Noteholder of any lien, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of the Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, Notes may, on behalf of all Noteholderssuch Holders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto. The Issuer shall give prompt written notice of any waiver to the Note Rating Agencies.

Waiver of Past Defaults. Prior to the declaration of ----------------------- the acceleration of the maturity of the Notes as provided in Section 5.25.4, if the Security Majority is the Controlling Party, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, Security Majority may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that which cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Insurer and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.25.02, the Holders of Notes evidencing of not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf Class of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersHolder of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.. 36 (2024-C Indenture)

Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders Note Insurer, or if a Note Insurer Default exists, the Owners of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class, may, on behalf of all Noteholders, Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (ia) in the payment of principal of or interest on any of the Notes or (iib) during the existence of a Note Insurer Default, in respect of a covenant or provision hereof that cannot be amended, supplemented modified or modified amended without the consent of all the NoteholdersOwner of each Note. Upon In the case of any such waiver, the Issuer, the Indenture Trustee Trustee, the Note Insurer and the Noteholders Owners of the Notes shall be restored to their former positions and rights hereunder, respectively, ; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of 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 thereto.

Waiver of Past Defaults. Prior Holders of a majority in principal amount of the then outstanding Notes by notice to the declaration Trustee may on behalf of the acceleration Holders of the maturity all of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default (i) in the payment of the principal of or interest premium or interest, if any, on any of the Notes or (ii) including in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of all the Noteholders. Upon any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored connection with an offer to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent theretopurchase). Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurredexist, 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 theretothereon. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any Notes for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Indenture or the Notes, unless such consideration is offered to be paid or agreed to be paid to all holders of the Notes which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.