Common use of MATERIAL PREJUDICE Clause in Contracts

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.