MATERIAL PREJUDICE. For the avoidance of doubt (in the context of deciding material prejudice in respect of Clauses 11.1 (Modifications) and 11.2 (Waiver)), if the Note Trustee considers in its sole opinion that the Noteholders of the same class of any or all series to which the modification or waiver relates are materially prejudiced by such waivers, the Note Trustee will not be able to sanction such modification or waiver itself, and will instead require an Extraordinary Resolution of the Noteholders of the Current Issuer Notes of such class outstanding to be passed by means of a Meeting. In accordance with the general provision contained herein, such Extraordinary Resolution must also be ratified by the Noteholders of the Current Issuer Notes of the higher class or classes in order for the Extraordinary Resolution which seeks approval of the modification or waiver to be valid and effective.
MATERIAL PREJUDICE. The Security Trustee may determine whether or not any event, matter or thing is, in its opinion, materially prejudicial to the interests of the Third Issuer Secured Creditors and if the Security Trustee shall certify that any such event, matter or thing is, in its opinion, materially prejudicial, such certificate shall be conclusive and binding upon the Third Issuer Secured Creditors.
MATERIAL PREJUDICE. The Note Trustee shall be entitled to assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to this Deed or the Note Conditions that such exercise will not be materially prejudicial to the interests of the Noteholders if the Rating Agencies have confirmed that the then current rating of the Notes would not be adversely affected by such exercise.
MATERIAL PREJUDICE. If, in connection with the exercise of its powers and discretions the Common Representative is of the opinion that the interests of the holders of Covered Bonds of any one or more Series would be materially prejudiced thereby, the Common Representative shall not exercise such powers and discretions without the approval of such holders of Covered Bonds by a Resolution or by a Written Resolution.
MATERIAL PREJUDICE. Where the Rating Agencies have confirmed in writing to the Issuer that an action under or in relation to the Transaction Documents or the Notes will not result in the withdrawal, reduction or any other adverse action with respect to the current underlying rating of all relevant Classes of Notes (a "RATING CONFIRMATION"), the Note Trustee in considering whether such action is materially prejudicial to the interests of the Noteholders of any Class (the "NO MATERIAL PREJUDICE TEST") shall be entitled to take into account such Rating Confirmation, PROVIDED THAT the Note Trustee shall continue to be responsible for taking into account, for the purpose of the No Material Prejudice Test, all other matters which would be relevant to such No Material Prejudice Test.
MATERIAL PREJUDICE. For the avoidance of doubt (in the context of deciding material prejudice in respect of Clauses 11.1 (Modifications) and 11.2 (Waiver)), if the Note Trustee considers in its sole opinion that the Noteholders of a Series and Class of Issuer Notes to which the modification or waiver relates are materially prejudiced by such waivers, the Note Trustee will not be able to sanction such modification or waiver itself, and will instead require an Extraordinary Resolution of the Noteholders of such Issuer Notes of such Series and Class to be passed by means of a Meeting. In accordance with the general provision contained herein:
(a) no Extraordinary Resolution of the Noteholders of any one or more Series of Class A Notes to sanction a modification of, or any waiver or authorisation of any breach, or proposed breach of, any of the provisions of the Issuer Transaction Documents or the Conditions of such Notes shall take effect unless it has been sanctioned by an Extraordinary Resolution of the Class B Noteholders, an Extraordinary Resolution of the Class M Noteholders, an Extraordinary Resolution of the Class C Noteholders and an Extraordinary Resolution of the Class D Noteholders, in each case of each Series, or the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the Class B Noteholders, the Class M Noteholders, the Class C Noteholders and the Class D Noteholders of each Series.
(b) after the Class A Notes have been fully redeemed, no Extraordinary Resolution of the Noteholders of any one or more Series of Class B Notes to sanction a modification of, or any waiver or authorisation of any breach, or proposed breach of, any of the provisions of the Issuer Transaction Documents or the Conditions of such Notes shall take effect unless it has been sanctioned by an Extraordinary Resolution of the Class M Noteholders, an Extraordinary Resolution of the Class C Noteholders and an Extraordinary Resolution of the Class D Noteholders, in each case of each Series, or the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the Class M Noteholders, the Class C Noteholders and the Class D Noteholders of each Series.
(c) after the Class A Notes and Class B Notes have been fully redeemed, no Extraordinary Resolution of the Noteholders of any one or more Series of Class M Notes to sanction a modification of, or any waiver or authorisation of any breach, or proposed breach of, any of the provisio...
MATERIAL PREJUDICE do or cause or permit to be done anything which may materially depreciate, jeopardise or otherwise materially prejudice the market value or collateral value of any Collateral or the rights of the Agent under this Debenture.
MATERIAL PREJUDICE. The Security Trustee shall be entitled to assume, for the purposes of exercising any power, trust, authority, duty or discretion under or in relation to this Deed and any relevant Loan Note Supplement or any security constituted pursuant hereto or thereto that such exercise will not be materially prejudicial to the interests of the Secured Creditors if the Rating Agencies have confirmed that the then current rating of the Loan Notes would not be adversely affected by such exercise.
MATERIAL PREJUDICE. The Bond Trustee may determine whether or not any event, matter or thing is, in its opinion, materially prejudicial to the interests of the Covered Bondholders or the Swap Providers (provided that the relevant Swap Provider is not a member of the Scotiabank Group) and if the Bond Trustee will certify that any such event, matter or thing is, in its opinion, materially prejudicial, such certificate will be conclusive and binding upon the Secured Creditors.
MATERIAL PREJUDICE. The Transaction Agent may determine whether or not an event, matter or thing is materially prejudicial to the interest of one or more Senior Noteholders. Any such determination will be conclusive and binding on all parties hereto.
