Common use of Waiver Authorisation Determination and Modification Clause in Contracts

Waiver Authorisation Determination and Modification. (A) The Trustee may, without prejudice to its rights in respect of any subsequent breach, Event of Default, Potential Event of Default, Noteholder Redemption Event or Potential Noteholder Redemption Event 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 of any of the covenants or provisions contained in these presents or determine that any Event of Default, Potential Event of Default, Noteholder Redemption Event or Potential Noteholder Redemption Event shall not be treated as such for the purposes of these presents; provided, 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 Clause 8 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 Noteholders and, if, but only if, the Trustee, shall so require, shall be notified by the Issuer to the Noteholders as soon as practicable thereafter. (B) The Trustee may, without the consent of the Noteholders, at any time and from time to time concur with the Issuer in making any modification (i) 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 Noteholders or (ii) to these presents if, in the opinion of the Trustee, such modification is of a formal, minor or technical nature or to correct a manifest or proven error. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding upon the Noteholders and, unless the Trustee agrees otherwise, shall be notified by the Issuer to the Noteholders as soon as practicable thereafter. (C) Where under these presents provision is made for the giving of any consent or approval or the exercise of any discretion by the Trustee, any such consent or approval may be given and any such discretion may be exercised on such terms and conditions (if any) as the Trustee may think fit and may be given or exercised with retrospective effect. The Issuer shall observe and perform any such terms and conditions and the Trustee may at any time waive or agree a variation of such terms and conditions. (D) The Trustee may at any time apply to a court for an order that its rights, trusts, powers, authorities and discretions or any of them and the carrying out of the trusts of these presents be exercised or carried into execution under the direction of the court and for any other order in relation to the execution and administration of its rights, trusts, powers, authorities and discretions or any of them and the carrying out of the trusts of these presents as the Trustee shall deem expedient and it may assent to or approve any application to such court made at the instance of any of the Noteholders and shall be indemnified by the Issuer against all the costs, charges and expenses properly incurred by the Trustee in relation to any such application or proceedings together with interest as provided in Clause 13(F).

Waiver Authorisation Determination and Modification. (Aa) The Trustee mayRepresentative may without the consent of any of the Covered Bondholders of any Series, the related Receiptholders and/or Couponholders and without prejudice to its rights in respect of any subsequent breach, Issuer Event of Default, Potential Issuer Event of Default, Noteholder Redemption Fund Event of Default or Potential Noteholder Redemption Fund Event of Default from time to time and at any time, time but only if and in so far as, as in its opinion, opinion the interests of the Noteholders Covered Bondholders of any Series shall not be materially prejudiced thereby, waive or authorise any breach or proposed breach by the Issuer or the Fund of any of the covenants or provisions contained in these presents this Agreement, the Conditions or the other Transaction Documents or determine that any Issuer Event of Default, Potential Issuer Event of Default, Noteholder Redemption Fund Event of Default or Potential Noteholder Redemption Fund Event of Default shall not be treated as such for the purposes of these presents; provided, that this Agreement and the Trustee Conditions PROVIDED ALWAYS THAT the Representative shall not exercise any powers conferred on it by this Clause 12.8 in contravention of any express direction given by Extraordinary Resolution or by a request under Clause 8 Condition 10 (Events of Default, Acceleration 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 Trustee Representative may determine, shall be binding on the Noteholders Covered Bondholders, the related Receiptholders and/or the Couponholders and, if, but only if, the Trustee, Representative shall so require, shall be notified by the Issuer to the Noteholders Covered Bondholders in accordance with Condition 14 (Notices) as soon as practicable thereafter. (Bb) The Trustee mayRepresentative shall be bound to waive or authorise any breach or proposed breach by the Issuer or the Fund of any of the covenants or provisions contained in this Agreement, the Conditions or the other Transaction Documents or determine that any Issuer Event of Default, Potential Issuer Event of Default, Fund Event of Default or Potential Fund Event of Default shall not be treated as such for the purposes of this Agreement and the Conditions if it is (i) so directed by an Extraordinary Resolution (in the case of any such determination, with the Covered Bonds of all Series taken together as a single Series as provided in Clause 3.7) or (ii) or requested to do so in writing by the holders of not less than one-fifth of the aggregate Principal Amount Outstanding of the Covered Bonds then outstanding (in the case of any such determination, with the Covered Bonds of all Series taken together as a single Series), and at all times then only if it shall first be indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing. (c) Subject to subclauses (a) and (b) above, the Representative may without the consent or sanction of any of the NoteholdersCovered Bondholders of any Series, the related Receiptholders and/or the Couponholders at any time and from time to time concur with the Issuer and the Fund and any other party in making any modification (and for this purpose the Representative may disregard whether any such modification relates to a Reserved Matter) (i) to these presents this Agreement, the Covered Bonds, the Receipts, the Coupons, the Conditions and/or the other Transaction Documents which in the opinion of the Trustee it Representative may be proper expedient to make; provided, that, make PROVIDED THAT the Trustee Representative is of the sole opinion that such modification will not be materially prejudicial to the interests of any of the Noteholders Covered Bondholders of any Series or (ii) to these presents ifthis Agreement the Covered Bonds, the Receipts, the Coupons, the Conditions or the other Transaction Documents which is in the sole opinion of the Trustee, such modification is Representative of a formal, minor or technical nature or or, which in the sole opinion of the Representative is to correct a manifest error or an error which in the opinion of the Representative is proven erroror to comply with mandatory provisions of law. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee Representative may determine, shall be binding upon the Noteholders Covered Bondholders, the related Receiptholders and/or the Couponholders and, unless the Trustee agrees otherwiseRepresentative otherwise agrees, shall be notified by the Issuer to the Noteholders Covered Bondholders in accordance with Condition 14 (Notices) as soon as practicable thereafter. In establishing whether an error is established as such, the Representative may have regard to any evidence on which the Representative considers reasonable to rely, and may, but shall not be obliged to, have regard to a certificate from the Arrangers: (i) stating the intention of the parties to the relevant Transaction Document; (ii) confirming nothing has been said to (or by investors) or any other parties which is in any way inconsistent with the stated intention; and (iii) stating the modification to the relevant Transaction Document is required to reflect such intention. (Cd) Where under these presents provision The Representative shall be bound to concur with the Issuer and the Fund and any other party in making any of the above-mentioned modifications if it is made for (i) so directed by an Extraordinary Resolution or (ii) requested to do so in writing by the giving holders of not less than one-fifth of the aggregate Principal Amount Outstanding of the Covered Bonds (with the Covered Bonds of all Series taken together as a single Series as provided in Clause 3.7) then outstanding and at all times then only if it shall first be indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing. (e) The prior consent of the Representative will not be required and will not be obtained in relation to the accession of any consent New Seller to the Programme PROVIDED THAT the relevant conditions precedent in the Transaction Documents are satisfied at the time of the intended accession. (f) Any breach of or approval failure to comply by the Issuer or the exercise of any discretion by the Trustee, any such consent or approval may be given and any such discretion may be exercised on such terms and conditions (if any) as the Trustee may think fit and may be given or exercised Fund with retrospective effect. The Issuer shall observe and perform any such terms and conditions and the Trustee may at any time waive or agree as are referred to in this Clause 12.8 shall constitute a variation of such terms and conditions. (D) The Trustee may at any time apply to a court for an order that its rights, trusts, powers, authorities and discretions or any of them and the carrying out of the trusts of these presents be exercised or carried into execution under the direction of the court and for any other order in relation to the execution and administration of its rights, trusts, powers, authorities and discretions or any of them and the carrying out of the trusts of these presents as the Trustee shall deem expedient and it may assent to or approve any application to such court made at the instance of any of the Noteholders and shall be indemnified default by the Issuer against all or the costsFund in the performance or observance of a covenant or provision binding on it under or pursuant to this Agreement, charges the Covered Bonds, the Receipts, the Coupons and expenses properly incurred by the Trustee in relation to any such application or proceedings together with interest as provided in Clause 13(F)Conditions.