Amendments Requiring the Consent of all the Banks An amendment or waiver which relates to:
33.2.1 Clause 24 (Sharing) or this Clause 33;
33.2.2 a change in the currency or amount of any Letter of Credit;
33.2.3 a change in the Letter of Credit Commission, or the amount or currency of any payment of interest, fees or any other amount payable hereunder to any Finance Party or deferral of the date for payment thereof;
33.2.4 a release of the Guarantor from any of its obligations set out in Clause 29 (Guarantee and Indemnity);
33.2.5 Clause 15.7 (Adjusted Consolidated Debt to Total Capitalisation Ratio), Clause 15.8 (Tangible Net Worth) and Clause 15.9 (Liens);
33.2.6 the definition of Majority Banks;
33.2.7 any provision which contemplates the need for the consent or approval of all the Banks; or
33.2.8 the Security Documents (if any), shall not be made without the prior consent of all the Banks.
Amendments Requiring the Consent of all the Banks An amendment or waiver which relates to:
43.2.1 Clause 33 (Sharing) or this Clause 43;
43.2.2 a change in the principal amount of or currency of any Advance, or a deferral of any Repayment Date or the Termination Date;
43.2.3 a change in the Margin, the amount of any payment of principal, interest, fees or any other amount payable hereunder to any Finance Party or deferral of the date for payment thereof;
43.2.4 a release of any of the Security;
43.2.5 a Security Document, where such an amendment or waiver could affect the nature or scope of the property subject to the Security;
43.2.6 an increase in the commitment of a Bank;
43.2.7 a change to the Borrowers or Guarantors other than in accordance with Clause 36 (Additional Borrowers) or Clause 37 (Additional Guarantors);
43.2.8 Clause 2.4 (Banks' Obligations Several), Clause 2.5 (Banks' Rights Several), Clause 31.6 (Security Proceeds), Clause 31.7 (Application of Security Proceeds), Clause 36 (Additional Borrowers) or Clause 37 (Additional Guarantors);
43.2.9 the conditions set out in sub-clause 6.1.10 of Clause 6.1 (Drawdown Conditions for Revolving Advances) if an Event of Default or Potential Event of Default which relates to a Repeated Representation or Clause 23.16 (Negative Pledge) is continuing;
43.2.10 the definition of Instructing Group, Permitted Encumbrance or Potential Event of Default; or
43.2.11 any provision which contemplates the need for the consent or approval of all the Banks, shall not be made without the prior consent of all the Banks.
Amendments Requiring. APPROVAL OF A MAJORITY OF PARI PASSU CREDITORS UNDER THE SIGNIFICANT PARI PASSU FACILITIES. No amendment, waiver or consent that has the effect of (A) increasing the rate of interest or Fees under the Purchasers' Fee Letters accruing with respect to any Pari Passu Debt or (B) making the covenants, representations, events of default or lender rights and remedies benefiting any Purchaser Party under this Agreement, the related Note Purchase Agreement and its Notes more burdensome (as a whole) than the covenants, representations, Events of Default or rights and remedies contained in this Agreement and the Note Purchase Agreements and Notes on the date hereof shall be effective unless the same shall be signed by or on behalf of the Pari Passu Creditors holding at least a majority in principal amount of the Pari Passu Debt outstanding under each Significant Pari Passu Facility.
Amendments Requiring the Consent of all the Banks An amendment or waiver which relates to:
35.2.1 Clause 27 (Sharing) or this Clause 35;
35.2.2 a change in the principal amount of or currency of any Advance or deferral of any Repayment Date;
35.2.3 a change in the Margin, the amount or currency of any payment of interest, fees or any other amount payable hereunder to any Finance Party or deferral of the date for payment thereof;
35.2.4 Clause 19.1 (Failure to Pay);
35.2.5 the release of a Security Document or any amendment, waiver, discharge or termination which would prejudice the Banks’ position under the Security Documents;
35.2.6 the definition of Instructing Group; or
35.2.7 any provision which contemplates the need for the consent or approval of all the Banks, shall not be made without the prior consent of all the Banks and the Borrower.
Amendments Requiring the Consent of a Term Instructing Group Subject to Clauses 42.5 (Amendments Requiring the Consent of all the Term Banks) and 42.6 (Amendments Requiring the Consent of all the Banks), if the Agent has the prior consent of a Term Instructing Group, the Agent, the Parent, New NTL and the Obligors party to a Finance Document may from time to time agree in writing to amend such Finance Document or, as the case may be, the Agent may consent to or waive, prospectively or retrospectively, any of the requirements, of such Finance Documents and any amendments or waivers so agreed or consents so given shall be binding on all the Finance Parties, provided that:
42.4.1 the amendment, consent or waiver relates solely to the Term Facility and has no direct prejudicial effect on the Revolving Facility, including (without limitation) where such amendment, consent or waiver relates to:
(a) a provision of this Agreement or any related definition which imposes a restriction on any member of the Covenant Group or the UK Group by reference to the Term Final Maturity Date, (except that where such provision or definition uses the Term Final Maturity Date as a limit, the limit shall not be amended or waived so as to fall prior to the Revolving Termination Date, and where such provision or definition uses six months after the Term Final Maturity Date as a limit, the limit shall not be amended or waived so as to fall prior to the date falling one year after the Revolving Termination Date, in each case without the consent of an Instructing Group);
(b) the obligation of the Post-Novation Borrower to make a prepayment under the Term Facility under Clause 13.6 (Application of Proceeds); or
(c) the making of any of the representations and warranties pursuant to Clause 19 (Representations); and
42.4.2 no such waiver or amendment shall subject any Finance Party hereto to any new or additional obligations without the consent of such Finance Party.
Amendments Requiring the Consent of all the Term Banks Subject to Clause 42.6 (Amendments Requiring the Consent of all the Banks), an amendment or waiver which relates to:
42.5.1 a change in the principal amount or currency (other than pursuant to Clause 35 (Change of Currency)) of any Term Advance or deferral of any Term Repayment Date, the last day of any Interest Period or the Term Final Maturity Date;
42.5.2 a decrease in the Term Margin or the amount of any payment of interest, fees or any other amount payable hereunder to any Term Bank or deferral of the date for payment thereof;
42.5.3 an increase in the Term Commitment of a Bank (other than pursuant to Clause 34 (Assignments and Transfers));
42.5.4 the definition of Term Instructing Group; or -143- 42.5.5 any terms of the undertaking to be given by the Security Trustee to the Second Security Trustee pursuant to clause 9 (Second Security Documents) of the First Restatement Amendment Agreement;
Amendments Requiring the Consent of all the Banks An amendment or waiver which relates to:
34.2.1 Clause 4 (Extension of Letters of Credit), Clause 5 (Substitution of Letters of Credit), Clause 6 (Increase of the Facility), Clause 25 (Sharing) or this Clause 34;
34.2.2 a change in the currency or amount of any Letter of Credit;
34.2.3 a reduction in the Letter of Credit Commission, or the amount or currency of any payment of interest, fees or any other amount payable hereunder to any Finance Party or deferral of the date for payment thereof;
34.2.4 a release of the Guarantor from any of its obligations set out in Clause 30 (Guarantee and Indemnity);
Amendments Requiring the Consent of all the Banks An amendment or waiver which relates to:
33.2.1 Clause 25 (Sharing) or this Clause 33;
33.2.2 reducing the proportion of any amount received or recovered in respect of any amount due from the Borrowers hereunder to which any Bank is entitled;
33.2.3 a change in the principal amount of or currency of any Advance, or extending the term of the Facility or the Term of any Advance;
33.2.4 a change in the Margin, the amount or currency of any payment of interest, fees or any other amount payable hereunder to any Finance Party or deferral of the date for payment thereof;
33.2.5 the conditions set out in sub-clause 3.3.3 of Clause 3.3 (Drawdown Conditions) if an Event of Default or Potential Event of Default which relates to a Repeated Representation is continuing;
33.2.6 the definition of "Event of Default", "Instructing Group" or "Potential Event of Default"; or
33.2.7 any provision which contemplates the need for the consent or approval of all the Banks, shall not be made without the prior consent of all the Banks.
Amendments Requiring the Consent of all the Tranche B Banks An amendment or waiver which relates to:
(a) a decrease in the rate or change of payment terms of the Performance Bond Commission; or
(b) Clause 15.8 (31 March 2004), shall not be made without the prior consent of all the Tranche B Banks.
