Common use of WAIVER, AUTHORISATION AND DETERMINATION Clause in Contracts

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Trustee may without the consent or sanction of the Bondholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be 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 in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(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 Trustee may determine, shall be binding on the Bondholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Bondholders in accordance with Condition 16 as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that 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. 18.1 The Note Trustee may may, without the consent or sanction of the Bondholders Noteholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 Noteholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Eighth Issuer or any other party thereto of any of the covenants or provisions contained in these presents or any of the other Transaction Documents or determine that any Event of Default or Potential Note Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Note Trustee shall not exercise any powers conferred on it by this clause Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(b) 9 or 10 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 may determine, shall be binding on the Bondholders Noteholders and, if, but only if, the Note Trustee shall so require, shall be notified by the Eighth Issuer to the Bondholders Noteholders in accordance with Condition 16 14 as soon as practicable thereafter. 18.2 . The Trustee may without the consent or sanction provisions of this Clause 18.1 shall be in lieu of section 316(a)(1)(B) of the Bondholders at any time Trust Indenture Act and from time to time concur with the Issuer in making any modification (asection 316(a)(1)(B) to these presents which in the opinion of the Trustee it may be proper to make provided that Trust Indenture Act is hereby expressly excluded from this Deed and the Trustee is of Eighth Issuer Notes, as permitted by the opinion that such modification will not be materially prejudicial to the interests of the Bondholders orTrust Indenture Act.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Security Trustee may without the consent or sanction of the Bondholders and may, without prejudice to its rights in respect of any subsequent breach, Event condition, event or act, and without any consent or sanction of Default the Secured Creditors or Potential Event of Default from time to time and the Security Beneficiaries, at any time time, but only if and in so far insofar as in its opinion the interests of the Bondholders shall 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 these presents this Deed, any Loan Note 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 Potential 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 these presents PROVIDED ALWAYS THAT this Deed, any Loan Note 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 Clause 20 in contravention of any express direction request given by Extraordinary Resolution a VFN Series Direction in respect of a VFN Series or by a request under Condition 10(b) but so Term Series Direction in respect of 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 Trustee may determineSecurity Trustee, shall be binding on the Bondholders Secured Creditors of such Series and, if, if (but only if, ) the Security Trustee shall so requirerequires, shall be notified by the Loan Note Issuer to the Bondholders relevant Secured Creditors and any Security Beneficiary of such Series in accordance with Condition 16 the terms of the relevant Loan Notes as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that 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. 18.1 (A) The Note Trustee may may, without the consent or sanction of the Bondholders Noteholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 Noteholders of each class of Second Issuer Notes shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Second Issuer or any other party thereto of any of the covenants or provisions contained in these presents or any of the other Transaction Documents or determine that any Event of Default or Potential Note Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Note Trustee shall not exercise any powers conferred on it by this clause Clause in contravention of any express direction given by Extraordinary Resolution of any class of Second Issuer Notes or by a request under Condition 10(b) CONDITION 9 or 10 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 may determine, shall be binding on the Bondholders Noteholders and, if, but only if, the Note Trustee shall so require, shall be notified by the Second Issuer to the Bondholders Noteholders in accordance with Condition 16 CONDITION 14 as soon as practicable thereafter. 18.2 . The Trustee may without the consent or sanction provisions of this CLAUSE 18(A) shall be in lieu of section 316(a)(1)(B) of the Bondholders at any time Trust Indenture Act and from time to time concur with the Issuer in making any modification (asection 316(a)(1)(B) to these presents which in the opinion of the Trustee it may be proper to make provided that Trust Indenture Act is hereby expressly excluded from this Deed and the Trustee is of Second Issuer Notes, as permitted by the opinion that such modification will not be materially prejudicial to the interests of the Bondholders orTrust Indenture Act.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Security Trustee may without the consent or sanction of the Bondholders and may, without prejudice to its rights in respect of any subsequent breach, Event condition, event or act, and without any consent or sanction of Default the Secured Creditors or Potential Event of Default from time to time and the Security Beneficiaries, at any time time, but only if and in so far insofar as in its opinion the interests of the Bondholders shall 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 these presents 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 Potential 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 these presents PROVIDED ALWAYS THAT 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 Clause 20 in contravention of any express direction request given by Extraordinary Resolution a VFN Series Direction in respect of a VFN Series or by a request under Condition 10(b) but so Term Series Direction in respect of 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 Trustee may determineSecurity Trustee, shall be binding on the Bondholders Secured Creditors of such Series and, if, if (but only if, ) the Security Trustee shall so requirerequires, shall be notified by the Loan Note Issuer to the Bondholders relevant Secured Creditors and any Security Beneficiary of such Series in accordance with Condition 16 the terms of the relevant Loan Notes as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that 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. 18.1 The Note Trustee and/or Security Trustee may without the consent or sanction of the Bondholders Noteholders or the other Secured Creditors and without prejudice to its rights in respect of any subsequent breach, Event of Default further breach or Potential Event of Default other breach at any time and 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, any other Transaction Document or determine that any Event the Conditions, but only if in the opinion of Default the Note Trustee or, as the case may be, the Security Trustee the interests of the Most Senior Class or Potential Event of Default shall if there are no Notes then outstanding, all the Secured Creditors will not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the materially prejudiced thereby. The Note Trustee and/or Security Trustee shall not exercise any powers conferred on it by this clause Clause 21 in contravention of any express direction given by Extraordinary Resolution of the holders of the Most Senior Class or by a request direction under Condition 10(b11 (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 Bondholders Noteholders and, if, but only if, unless the Note Trustee shall so requireand/or Security Trustee agrees otherwise, shall be notified by the Issuer to the Bondholders Noteholders in accordance with Condition 16 the Conditions as soon as practicable thereafter. 18.2 The Trustee may without the consent . No waiver of this Deed or sanction 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 Bondholders at parties hereto. No single or partial exercise of, or failure or delay in exercising, any time and from time to time concur with the Issuer in making right under this Deed shall constitute a waiver or preclude any modification (a) to these presents which in the opinion other or further exercise of the Trustee it may be proper to make provided that the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Bondholders oror any other right.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Note Trustee may may, without the consent or sanction of the Bondholders Noteholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 Noteholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Seventh Issuer or any other party thereto of any of the covenants or provisions contained in these presents or any of the other Transaction Documents or determine that any Event of Default or Potential Note Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Note Trustee shall not exercise any powers conferred on it by this clause Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(b) 9 or 10 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 may determine, shall be binding on the Bondholders Noteholders and, if, but only if, the Note Trustee shall so require, shall be notified by the Seventh Issuer to the Bondholders Noteholders in accordance with Condition 16 14 as soon as practicable thereafter. 18.2 . The Trustee may without the consent or sanction provisions of this Clause 18.1 shall be in lieu of section 316(a)(1)(B) of the Bondholders at any time Trust Indenture Act and from time to time concur with the Issuer in making any modification (asection 316(a)(1)(B) to these presents which in the opinion of the Trustee it may be proper to make provided that Trust Indenture Act is hereby expressly excluded from this Deed and the Trustee is of Seventh Issuer Notes, as permitted by the opinion that such modification will not be materially prejudicial to the interests of the Bondholders orTrust Indenture Act.

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 The Trustee may without the consent or sanction of the Bondholders Holders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 Holders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be 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 Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(b17 (only if Restrictive Events of Default are specified as applicable in the Final Terms) or Condition 18 (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 2 Capital). 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 determine, shall be binding on the Bondholders Holders and the Couponholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Bondholders Holders in accordance with Condition 16 22, as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that 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. 18.1 The Trustee may without the consent or sanction of the Bondholders Holders or the Couponholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 Holders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer and/or (where the Issuer is PFA) the Guarantor of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be 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 Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(b18 (only if Restrictive Events of Default 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 Trustee may determine, shall be binding on the Bondholders Holders and the Couponholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Bondholders Holders in accordance with Condition 16 23, as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Bondholders orthereafter.‌

WAIVER, AUTHORISATION AND DETERMINATION. 18.1 19.1 The Trustee may without the consent or sanction of the Bondholders Noteholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or 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 Noteholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer or the Guarantor of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be 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 in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 10(b11 (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 Trustee may determine, shall be binding on the Bondholders Noteholders and the Couponholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Bondholders Noteholders in accordance with Condition 16 13 (Notices) as soon as practicable thereafter. 18.2 The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer in making any modification (a) to these presents which in the opinion of the Trustee it may be proper to make provided that the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Bondholders or