Common use of WAIVER, AUTHORISATION AND DETERMINATION Clause in Contracts

WAIVER, AUTHORISATION AND DETERMINATION. The Security Trustee may, without prejudice to its rights in respect of any subsequent breach, condition, event or act, and without any consent or sanction of the Secured Creditors or the Security Beneficiaries, at any time, but only insofar as in its opinion the interests of the Secured Creditors (in relation to 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 party of any of the covenants or provisions contained in this Deed, any Loan Note Supplement or any other Series Document in relation to any Series or any Relevant Document or determine that any Potential Loan Note Event of Default or Loan Note Event of Default in relation to any Series of Loan Notes shall not be treated as such in relation to such Series for the purposes of this Deed, any Loan Note 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 20 in contravention of any express request given by a VFN Series Direction in respect of a VFN Series or by a Term Series Direction in respect of a Term Series, provided 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 Security Trustee, shall be binding on the Secured Creditors of such Series and, if (but only if) the Security Trustee so requires, shall be notified by the Loan Note Issuer to the relevant Secured Creditors and any Security Beneficiary of such Series in accordance with the terms of the relevant Loan Notes as soon as practicable thereafter.

WAIVER, AUTHORISATION AND DETERMINATION. The Security Trustee may, may without prejudice to its rights in respect of any subsequent breach, condition, event Loan Note Event of Default or act, and without any consent or sanction Potential Loan Note Event of the Secured Creditors or the Security Beneficiaries, Default at any time, but only insofar as in its opinion the interests of the Secured Creditors (in relation to 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))thereby, waive or authorise any breach or proposed breach by the Loan Note Issuer or any other party of any of the covenants or provisions contained in this Deed, any Loan Note Supplement or any other Series Document Security Trust Deed in relation to any such Series or any Relevant Document or determine that any Potential Loan Note Event of Default or Loan Note Event of Default in relation to any such Series of Loan Notes shall not be treated as such a Loan Note Event of Default in relation to such Series for the purposes of this Deed, any Loan Note Supplement or any other Series Document Security Trust Deed in relation to any such Series, provided that the Security Trustee shall not exercise any powers conferred on it by this Clause 20 19 in contravention of any express request given by a VFN Series Direction in respect of a VFN Series or by a Term Series Direction in respect of a Term Series, provided 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 Security Trustee, shall be binding on the Secured Creditors of such Series and, if (but only if) the Security Trustee so requires, shall be notified by the Loan Note Issuer to the relevant Secured Creditors and any Security Beneficiary of such Series in accordance with the terms of the relevant Loan Notes Note as soon as practicable thereafter. The provisions of this Clause 19 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 Security Trust Deed and the Loan Notes, as permitted by the TIA.

WAIVER, AUTHORISATION AND DETERMINATION. The Security Trustee may, without prejudice to its rights in respect of any subsequent breach, condition, event or act, and without any consent or sanction of the Secured Creditors or the Security Beneficiaries, at any time, but only insofar as in its opinion the interests of the Secured Creditors (in relation to 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 party of any of the covenants or provisions contained in this Deed, any Loan Note Supplement or Supplement, any other Series Document in relation to any Series or any other Relevant Document or determine that any Potential Loan Note Event of Default or Loan Note Event of Default in relation to any Series of Loan Notes shall not be treated as such in relation to such Series for the purposes of this Deed, any Loan Note Supplement or Supplement, any other Series Document in relation to any SeriesSeries or any other Relevant Document, provided that the Security Trustee shall not exercise any powers conferred on it by this Clause 20 in contravention of any express request given by a VFN Series Direction in respect of a VFN Series or by a Term Series Direction in respect of a Term Series, provided 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 Security Trustee, shall be binding on the Secured Creditors of such Series and, if (but only if) the Security Trustee so requires, shall be notified by the Loan Note Issuer to the relevant Secured Creditors and any Security Beneficiary of such Series in accordance with the terms of the relevant Loan Notes as soon as practicable thereafter.

WAIVER, AUTHORISATION AND DETERMINATION. The Security Trustee may, may without the consent or sanction of the Holders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, condition, event Event of Default or act, Potential Event of Default from time to time and without any consent or sanction of the Secured Creditors or the Security Beneficiaries, at any time, time but only insofar if and in so far as in its opinion the interests of the Secured Creditors (in relation to which it is Security Trustee) will Holders shall 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 party and/or (where the Issuer is PFA) the Guarantor of any of the covenants or provisions contained in this Deed, any Loan Note Supplement or any other Series Document in relation to any Series or any Relevant Document these presents or determine that any Potential Loan Note Event of Default or Loan Note Potential Event of Default in relation to any Series of Loan Notes shall not be treated as such in relation to such Series for the purposes of this Deed, any Loan Note Supplement or any other Series Document in relation to any Series, provided that these presents PROVIDED ALWAYS THAT the Security Trustee shall not exercise any powers conferred on it by this Clause 20 in contravention of any express request direction given by a VFN Series Direction in respect of a VFN Series Extraordinary Resolution or by a Term Series Direction request under Condition 18 (only if Restrictive Events of Default are specified as applicable in respect the Final Terms) or Condition 19 (only if Non-Restrictive Events of a Term SeriesDefault are specified as applicable in the Final Terms), provided 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 Trustee may seem fit and proper to the Security Trusteedetermine, shall be binding on the Secured Creditors of such Series Holders and the Couponholders and, if (if, but only if) , the Security Trustee shall so requiresrequire, shall be notified by the Loan Note Issuer to the relevant Secured Creditors and any Security Beneficiary of such Series Holders in accordance with the terms of the relevant Loan Notes Condition 23, as soon as practicable thereafter.thereafter.‌