Common use of WAIVER, AUTHORISATION AND DETERMINATION Clause in Contracts

WAIVER, AUTHORISATION AND DETERMINATION. The Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders or the other Secured Creditors and without prejudice to its rights in respect of any further breach or other breach at any time and from time to time waive or authorise any breach or proposed breach by the Issuer or any other person of any of the covenants or provisions contained in these presents, any other Transaction Document or the Conditions, but only if in the opinion of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Notes then outstanding, all the Secured Creditors will not be materially prejudiced thereby. The Note Trustee and/or Security Trustee shall not exercise any powers conferred on it by this Clause 21 in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a direction under Condition 11 (Events of Default) 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 Note Trustee and/or Security Trustee may determine, shall be binding on the Noteholders and, unless the Note Trustee and/or Security Trustee agrees otherwise, shall be notified by the Issuer to the Noteholders in accordance with the Conditions as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.

WAIVER, AUTHORISATION AND DETERMINATION. The Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders Holders or the other Secured Creditors Couponholders and without prejudice to its rights in respect of any further breach subsequent breach, Event of Default or other breach at any time and 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 Holders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer or any other person and/or (where the Issuer is PFA) the Guarantor of any of the covenants or provisions contained in these presents, presents or determine that any other Transaction Document Event of Default or the Conditions, but only if in the opinion Potential Event of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Notes then outstanding, all the Secured Creditors will Default shall not be materially prejudiced thereby. The Note Trustee and/or Security 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 21 in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a direction request under Condition 11 18 (only if Restrictive Events of DefaultDefault are specified as applicable in the Final Terms) or Condition 19 (only if Non-Restrictive Events of Default are specified as applicable in the Final Terms), as the case may be, but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. In the case of any waiver in respect of Notes where Relevant Regulator Consent is specified as applicable in the Final Terms, the Issuer shall have given prior notice to the Relevant Regulator and the Relevant Regulator shall have consented to or approved such waiver (in each case in accordance with, and to the extent required under, the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable)). Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Note Trustee and/or Security Trustee may determine, shall be binding on the Noteholders Holders and the Couponholders and, unless if, but only if, the Note Trustee and/or Security Trustee agrees otherwiseshall so require, shall be notified by the Issuer to the Noteholders Holders in accordance with the Conditions Condition 23, as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.thereafter.‌

WAIVER, AUTHORISATION AND DETERMINATION. 19.1 The Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders or the other Secured Creditors and without prejudice to its rights in respect of any further breach subsequent breach, Event of Default or other breach at any time and 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 Issuer or any other person the Guarantor of any of the covenants or provisions contained in these presents, presents or determine that any other Transaction Document Event of Default or the Conditions, but only if in the opinion Potential Event of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Notes then outstanding, all the Secured Creditors will Default shall not be materially prejudiced thereby. The Note Trustee and/or Security 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 21 clause in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a direction request under Condition 11 (Events of DefaultEnforcement) 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 Note Trustee and/or Security Trustee may determine, shall be binding on the Noteholders and the Couponholders and, unless if, but only if, the Note Trustee and/or Security Trustee agrees otherwiseshall so require, shall be notified by the Issuer to the Noteholders in accordance with the Conditions Condition 13 (Notices) as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders or the other Secured Creditors Bondholders and without prejudice to its rights in respect of any further breach subsequent breach, Event of Default or other breach at any time and 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 or any other person of any of the covenants or provisions contained in these presents, presents or determine that any other Transaction Document Event of Default or the Conditions, but only if in the opinion Potential Event of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Notes then outstanding, all the Secured Creditors will Default shall not be materially prejudiced thereby. The Note Trustee and/or Security 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 21 clause in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a direction request under Condition 11 (Events of Default10(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 Note Trustee and/or Security Trustee may determine, shall be binding on the Noteholders Bondholders and, unless if, but only if, the Note Trustee and/or Security Trustee agrees otherwiseshall so require, shall be notified by the Issuer to the Noteholders Bondholders in accordance with the Conditions Condition 16 as soon as practicable thereafter. No waiver of this Deed . 18.2 The Trustee may without the consent or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each sanction of the parties hereto. No single or partial exercise of, or failure or delay Bondholders at any time and from time to time concur with the Issuer in exercising, making any right under this Deed shall constitute a waiver or preclude any other or further exercise modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that or any other right.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 Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders or the other Secured Creditors and may, without prejudice to its rights in respect of any further breach subsequent breach, condition, event or other breach act, and without any consent or sanction of the Secured Creditors or the Security Beneficiaries, at any time and from time time, but only insofar as in its opinion the interests of the Secured Creditors (in relation to time which it is Security Trustee) will not be materially prejudiced thereby (unless such waiver, authorisation or determination would constitute a Basic Terms Modification or any other matter referred to in paragraphs 16(e) to (j) (Powers) of Schedule 3 (Provisions for Meetings of Loan Note Holders), or otherwise require the consent of the Loan Note Holders pursuant to the terms of the relevant Loan Note Supplement), waive or authorise any breach or proposed breach by the Loan Note Issuer or any other person party of any of the covenants or provisions contained in these presentsthis Deed, any Loan Note Supplement, any other Transaction Series Document in relation to any Series or any other Relevant Document or the Conditions, but only if determine that any Potential Loan Note Event of Default or Loan Note Event of Default in the opinion relation to any Series of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Loan Notes then outstanding, all the Secured Creditors will shall not be materially prejudiced thereby. The treated as such in relation to such Series for the purposes of this Deed, any Loan Note Trustee and/or Supplement, any other Series Document in relation to any Series or any other Relevant Document, provided that the Security Trustee shall not exercise any powers conferred on it by this Clause 21 20 in contravention of any express direction request given by Extraordinary Resolution a VFN Series Direction in respect of the holders of the Most Senior Class a VFN Series or by a direction under Condition 11 (Events Term Series Direction in respect of Default) but so a Term Series, provided 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 may seem fit and proper to the Note Trustee and/or Security Trustee may determineTrustee, shall be binding on the Noteholders Secured Creditors of such Series and, unless if (but only if) the Note Trustee and/or Security Trustee agrees otherwiseso requires, shall be notified by the Loan Note Issuer to the Noteholders relevant Secured Creditors and any Security Beneficiary of such Series in accordance with the Conditions terms of the relevant Loan Notes as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.

WAIVER, AUTHORISATION AND DETERMINATION. The Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders or the other Secured Creditors Couponholders and without prejudice to its rights in respect of any further breach subsequent breach, Event of Default or other breach at any time and Potential Event of Default or Potential Enforcement Event (as applicable) 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 Issuer or any other person Guarantor (as applicable) of any of the covenants or provisions contained in these presents, presents or determine that any other Transaction Document Event of Default or the Conditions, but only if in the opinion Potential Event of the Note Trustee or, Default or Potential Enforcement Event (as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Notes then outstanding, all the Secured Creditors will applicable) shall not be materially prejudiced thereby. The Note Trustee and/or Security 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 21 in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a direction request under Condition 11 9 (Events of DefaultDefault and Enforcement) 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 Note Trustee and/or Security Trustee may determine, shall be binding on the Noteholders and the Couponholders and, unless if, but only if, the Note Trustee and/or Security Trustee agrees otherwiseshall so require, shall be notified by the Issuer to the Noteholders in accordance with the Conditions Condition 13 (Notices) as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Note Trustee and/or Security Trustee may may, without the consent or sanction of the Noteholders or the other Secured Creditors Couponholders and without prejudice to its rights in respect of any further breach subsequent breach, Event of Default or other breach at any time and 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 Issuer or any other person of any of the covenants or provisions contained in these presents, presents or determine that any other Transaction Document Event of Default or the Conditions, but only if in the opinion Potential Event of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Notes then outstanding, all the Secured Creditors will Default shall not be materially prejudiced thereby. The Note Trustee and/or Security 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 21 18.1 in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a direction request under Condition 11 9 (Events of Default) or Condition 10 (Enforcement) 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 Note Trustee and/or Security Trustee may determine, shall be binding on the Noteholders and the Couponholders and, unless if, but only if, the Note Trustee and/or Security Trustee agrees otherwiseshall so require, shall be notified by the Issuer to the Noteholders in accordance with the Conditions Condition 12 (Notices) as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.

WAIVER, AUTHORISATION AND DETERMINATION. The Note Trustee and/or Security Trustee may without the consent or sanction of the Noteholders or the other Secured Creditors and may, without prejudice to its rights in respect of any further breach subsequent breach, condition, event or other breach act, and without any consent or sanction of the Secured Creditors or the Security Beneficiaries, at any time and from time time, but only insofar as in its opinion the interests of the Secured Creditors (in relation to time which it is Security Trustee) will not be materially prejudiced thereby (unless such waiver, authorisation or determination would constitute a Basic Terms Modification or any other matter referred to in paragraphs 16(e) to (j) of Schedule 3 (Provisions for Meetings of Loan Note Holders)), waive or authorise any breach or proposed breach by the Loan Note Issuer or any other person party of any of the covenants or provisions contained in these presentsthis Deed, any Loan Note Supplement or any other Transaction Series Document in relation to any Series or any Relevant Document or the Conditions, but only if determine that any Potential Loan Note Event of Default or Loan Note Event of Default in the opinion relation to any Series of the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or if there are no Loan Notes then outstanding, all the Secured Creditors will shall not be materially prejudiced thereby. The treated as such in relation to such Series for the purposes of this Deed, any Loan Note Trustee and/or Supplement or any other Series Document in relation to any Series, provided that the Security Trustee shall not exercise any powers conferred on it by this Clause 21 20 in contravention of any express direction request given by Extraordinary Resolution a VFN Series Direction in respect of the holders of the Most Senior Class a VFN Series or by a direction under Condition 11 (Events Term Series Direction in respect of Default) but so a Term Series, provided 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 may seem fit and proper to the Note Trustee and/or Security Trustee may determineTrustee, shall be binding on the Noteholders Secured Creditors of such Series and, unless if (but only if) the Note Trustee and/or Security Trustee agrees otherwiseso requires, shall be notified by the Loan Note Issuer to the Noteholders relevant Secured Creditors and any Security Beneficiary of such Series in accordance with the Conditions terms of the relevant Loan Notes as soon as practicable thereafter. No waiver of this Deed or any provision(s) of this Deed shall be effective unless it is in writing and executed by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise of, or failure or delay in exercising, any right under this Deed shall constitute a waiver or preclude any other or further exercise of that or any other right.