Common use of Determination of Material Adverse Effect Clause in Contracts

Determination of Material Adverse Effect. At any time that the Indenture Trustee is required to make a determination as to whether any amendment, supplementation, modification, restatement, waiver or postponement of any term of this Indenture or any of the Programme Agreements would reasonably be expected to materially adversely affect the rights or interests of any Specified Creditor it may, without limitation, conclusively rely upon, (i) if the matter relates to the rights or interests of Noteholders in connection with Notes which are then rated, the written consent of the Related Rating Agencies; (ii) if the matter relates to the rights or interests of any Specified Creditor other than the Noteholders, the written consent of such affected Specified Creditor; or (iii) a favourable opinion of Counsel. The receipt of any of the foregoing shall, again, without limitation, be conclusive proof that the respective Specified Creditors will not be materially adversely affected by the amendment or waiver to the Programme Agreements.

Determination of Material Adverse Effect. At any time that the Indenture Trustee is required to make a determination as to whether any amendment, supplementation, modification, restatement, termination, replacement, waiver or consent of or with respect to or postponement of compliance with any term of this Indenture or any of the Programme Agreements would reasonably be expected to (or would in the opinion of the Indenture Trustee) materially adversely affect the rights or interests of any Specified Creditor it may, without limitation, conclusively rely upon, (i) if the matter relates to the rights or interests of Noteholders in connection with Notes which are then rated, the written consent of the Related Rating Agencies; (ii) if the matter relates to the rights or interests of any Specified Creditor other than the Noteholders, the written consent of such affected Specified Creditor; or and (iiiii) in any event, a favourable opinion of Counsel, which opinion may rely on such matters as Counsel considers appropriate and reasonable in the circumstances. The receipt of any of the foregoing shall, again, without limitation, be conclusive proof that the respective Specified Creditors will not be materially adversely affected by the amendment or waiver to the Programme Agreements.