WAIVER, AUTHORISATION AND DETERMINATION Clause Samples

WAIVER, AUTHORISATION AND DETERMINATION. The Trustee may without prejudice to its rights in respect of any subsequent breach, condition event, or act at any time, but only if an insofar as in its opinion the interests of the Secured Creditors (in relation to which it is Trustee) will not be materially prejudiced thereby, waive or authorise any breach or proposed breach by the Issuer of any of the covenants or provisions contained in this Deed in relation to such Series or determine that any Event of Default or Potential Event of Default in relation to such Series shall not be treated as an Event of Default or, as the case may be, Potential Event of Default in relation to such Series for the purposes of this Deed in relation to such Series, provided that the Trustee shall not exercise any powers conferred on it by this Clause in contravention of any express request given by the Priority Secured Creditor but so that no such request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions as may seem fit and proper to the Trustee, shall be binding on the Secured Creditors of such Series and, if (but only if) the Trustee so requires, shall be notified by the Issuer to the relevant Secured Creditors of such Series in accordance with the terms of the relevant Notes as soon as practicable thereafter. The provisions of this Clause 14 shall be in lieu of section 316(a)(1)(B) of the TIA and section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Deed and the Notes, as permitted by the TIA.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Trustee may without the consent or sanction of the Bondholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default from time to time and at any time but only if and in so far as in its opinion the interests of the Bondholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred on it by this clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(b) but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding on the Bondholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Bondholders in accordance with Condition 16 as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Bondholders or

WAIVER, AUTHORISATION AND DETERMINATION. The Delegate may (but shall not be obliged to), without the consent of the Certificateholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time: (a) agree to waive or to authorise any breach or proposed breach of, any of the provisions of this Master Trust Deed or any other Transaction Document; or (b) determine that any Dissolution Event shall not be treated as such, provided that such waiver, authorisation or determination is: (i) in the sole opinion of the Delegate not materially prejudicial to the interests of the outstanding Certificateholders; (ii) in each case, other than in respect of a Reserved Matter; and (iii) not in contravention of any express direction by Extraordinary Resolution or request in writing by the holders of at least 25% of the outstanding aggregate face amount of that Series. No such direction or request will affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination shall be binding on the Certificateholders (of the applicable Series) and, unless the Delegate otherwise agrees, shall be notified by the Trustee (or the Obligor on its behalf) to the Certificateholders (of the applicable Series) in accordance with Condition 18 (Notices) as soon as practicable thereafter.

WAIVER, AUTHORISATION AND DETERMINATION. 35 20. Entitlement to Treat Noteholder as Absolute Owner....................40 21. Currency Indemnity...................................................40 22. Eligibility and Disqualification; New Note Trustee...................41 23. Note Trustee's Retirement and Removal................................42 24. Note Trustee's Powers to be Additional...............................42 25. Notices..............................................................42 26.

WAIVER, AUTHORISATION AND DETERMINATION. 29 MODIFICATION........................................................................................................30 BREACH 30 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.......................................................................30 20.

WAIVER, AUTHORISATION AND DETERMINATION. 28 20 MODIFICATION........................................................28 21 BREACH..............................................................28

WAIVER, AUTHORISATION AND DETERMINATION. Clause 18 (Waiver, Authorisation and Determination) of the Trust Deed shall apply to this Supplemental Trust Deed as if expressly incorporated herein and as if references to "these presents" are references to "this Supplemental Trust Deed".

WAIVER, AUTHORISATION AND DETERMINATION. The Representative may, without the consent or sanction of the Certificateholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time: (i) give its consent under the provisions of this Deed, the Conditions or any other Transaction Document; or (ii) agree to waive or to authorise, on such terms and subject to such conditions (if any) as the Representative may determine, any breach or proposed breach of any provision of this Deed, the Conditions or any other Transaction Document; or (iii) determine that any Dissolution Event shall not be treated as such provided that: (A) in the sole opinion of the Representative, such consent, waiver, authorisation or determination is not materially prejudicial to the interests of the outstanding Certificateholders and is other than in respect of a Reserved Matter; and

WAIVER, AUTHORISATION AND DETERMINATION. (A) THE Trustee may, without the consent or sanction of the Noteholders, the Receiptholders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default from time to time and at any time but only if and in so far as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby, waive or authorise any breach or proposed breach by the relevant Issuer or (where the relevant Issuer is TI Finance) Telecom Italia of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred on it by this Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10 but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding on the Noteholders, the Receiptholders and the Couponholders and, if, but only if, the Trustee shall so require, shall be notified by the relevant Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.