Common use of Disenfranchisement of Defaulting Lenders Clause in Contracts

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.535.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available unutilised Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available available Commitments under the relevant Facility/ies and, to the extent that that the reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs subparagraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, Subclause the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; or (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 34.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) 34.5.2 For the purposes of this Clause 32.534.5, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5clause 33.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.537.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s 's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.536.4, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of the Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.537.7, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s 's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.539.8, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s 's Commitments under the Facility will be reduced by the amount of its Available Commitments under the relevant Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.539.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) the agreement of the Lenders holding any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of the Lenders or any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will (for such purpose) be deemed to have been reduced by the amount of its Available Commitments Commitment and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (ia)(i) and (iia)(ii) above. (b) For the purposes of this Clause 32.537.7, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it the Facility Agent has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) ), or the Facility Agent is otherwise aware aware, that the Lender concerned has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.535.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitment or participations in the Loans, in ascertaining: (i) the ascertaining whether Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Lenders approval has been obtained to approve for any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will Available Commitment shall be reduced by the amount of its Available Commitments and, to the extent disregarded; provided that that reduction results in that a Defaulting Lender’s Total Commitments being zeroconsent will still be required where any consent, that Defaulting Lender shall be deemed not to be a Lender for waiver, amendment or other vote under the purposes Finance Documents expressly requires the consent of paragraphs (i) and (ii) aboveall Lenders. (b) For the purposes of this Clause 32.534.3 (Disenfranchisement of Defaulting Lenders), the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.546.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.535.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (aA) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i1) the Majority Lenders; or (ii2) whether: (Aa) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (Bb) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (iClause 33.7(A)(1) and (iiClause 33.7(A)(2) above. (bB) For the purposes of this Clause 32.5‎33.7, the Agent may assume that the following Lenders are Defaulting Lenders: (i1) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii2) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (aA), (bB) or (cC) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitment or participations in the Loans, in ascertaining: (i) the ascertaining whether Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Lenders approval has been obtained to approve for any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will 's Available Commitment shall be reduced by the amount of its Available Commitments and, to the extent disregarded; provided that that reduction results in that a Defaulting Lender’s Total Commitments being zero's consent will still be required where any consent, that Defaulting Lender shall be deemed not to be a Lender for waiver, amendment or other vote under the purposes Finance Documents expressly requires the consent of paragraphs (i) and (ii) aboveall Lenders. (b) For the purposes of this Clause 32.537.5 (Disenfranchisement of Defaulting Lenders), the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments Commitment under the Facility will be reduced by the amount of its Available undrawn Commitments under the Facility and, to the extent that that the reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall will be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5Clause, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.537.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 15.9.1 For so long as a Defaulting Lender has any Available Commitment, Commitment in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total aggregate of the Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) 15.9.2 For the purposes of this Clause 32.515.9, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 15.9.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total aggregate of the Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) 15.9.2 For the purposes of this Clause 32.515.9, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 1. For so long as a Defaulting Lender has any Available Commitment, Commitment in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total aggregate of the Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments 's Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments 's Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.). LONLIVE\24155284.5 Page 39 00-00-00000\Draft(4)\29 March 2016 (b) 2. For the purposes of this Clause 32.515.9, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments 's Commitment will be reduced by the amount of its Available Commitments Commitment and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments 's Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.536.4, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.533.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.534.4, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 34.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (Aa) any given percentage (including, for the avoidance of doubt, including unanimity) of the Total Commitments, Total Revolving Credit Facility Commitments or Total Overdraft Facility Commitments, as the case may be; or (Bb) the agreement of any a specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Initial ACF Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility will be reduced by the amount of its Available Commitments under the relevant Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) abovethis Clause 34.5.1. (b) 34.5.2 For the purposes of this Clause 32.534.5, the Initial ACF Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Initial ACF Agent that it has become a Defaulting Lender;; or (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Initial ACF Agent) or the Initial ACF Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) For the purposes of this Clause 32.534.4 (Disenfranchisement of Defaulting Lenders), the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve in respect of any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced (for the avoidance of doubt, for the purposes of calculating both (i) the Total Commitments and (ii) the aggregate Commitments of Lenders voting in favour of such consent, waiver, amendment or other vote under the Finance Documents) by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveCommitments. (b) For the purposes of this Clause 32.535.3, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For Without prejudice to paragraph (b) of Clause 25.1 (Required consents) and Clause 25.6 (Disenfranchisement of Sponsor Affiliates), for so long as a Lender is a Defaulting Lender has any Available CommitmentLender, in ascertaining: (i) the Majority LendersExternal Creditors; or (ii) whether: (A) any given relevant percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsExternal Credit Participations; or (B) the agreement of any specified group of LendersExternal Creditors, has been obtained to approve any request for a consent, waiver, amendment Consent or to carry any other vote or approve any action under this Agreement, the Finance Documents, Commitment of that Defaulting Lender’s Commitments Lender will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in the Commitment of that Defaulting Lender’s Total Commitments Lender being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveLender. (b) For the purposes of this Clause 32.525.7, the Security Agent may assume that the following Lenders External Creditors are Defaulting Lenders: (i) any Lender which has notified the Security Agent that it has become a Defaulting Lender; (ii) any Lender in relation to the extent that the Agent has notified the Security Agent that that Xxxxxx is a Defaulting Lender; and (iii) any Lender which it the Security Agent is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Security Agent) or the Security Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) In ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that a Defaulting LenderXxxxxx’s Commitments and participations will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.538.4(a), the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.. ​ ​ (c) For the avoidance of doubt, the Facility Agent shall not be obliged to fund any Loan or pay any sums in place of any Defaulting Lender:

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; oror APJ/MSXM/076001.00588/80174749.8Page 104 (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments 's Xxxxxtments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.536.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 26.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Revolving Facility Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Financing Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveCommitments. (b) 26.5.2 For the purposes of this Clause 32.526.5 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments or Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveCommitments. (b) For the purposes of this Clause 32.525.4, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. (c) This Clause 25.4 (Disenfranchisement of Defaulting Lenders) shall not apply to any Defaulting Lender who is a Sponsor Affiliate, where the provisions of Clause 28.1 (Restriction on Debt Purchase Transactions entered into by Sponsor Affiliates) shall instead apply.

Disenfranchisement of Defaulting Lenders. (a) 34.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) 34.5.2 For the purposes of this Clause 32.534.5, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitments, in ascertaining: (i) determining whether the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance requisite level of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, consent has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveCommitments. (b) For the purposes of this Clause 32.543.10 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Required Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facilities; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments undrawn Commitment and, to the extent that that the reduction results in that Defaulting Lender’s Total Commitments Commitment being zerozero and it has no participation in the Loan, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i41.5(a)(i) and 41.5(a)(ii) (iiDisenfranchisement of Defaulting Lenders) above. (b) For the purposes of this Clause 32.541.6(a) (Disenfranchisement of Defaulting Lenders), the Administrative Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Administrative Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Administrative Agent) or the Administrative Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Loan; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documentsdocuments, 122 ‌ that Defaulting Lender’s Commitments Commitment under the Loan will be reduced by the amount of its Available Commitments undrawn Commitment under the Loan and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, 27.19 the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; oror LRXM/076001.00588/92345437.6Page 104 (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments 's Xxxxxtments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.536.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitment which is undrawn and uncancelled, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) which are undrawn and (ii) aboveuncancelled. (b) For the purposes of this Clause 32.540.3, the Facilities Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facilities Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facilities Agent) or the Facilities Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the First Anniversary Majority Extending Lenders, the Majority Lenders, the Second Anniversary Limited Extending Lenders, the Second Anniversary Majority Extending Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Committed Revolving Facility Commitments or Total Uncommitted Revolving Facility Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments under the Facilities will be reduced by the amount of its Available Commitments and, and (1) to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above; and (2) to the extent that that reduction results in that Defaulting Lender’s Swingline Commitment being zero, that Defaulting Lender shall be deemed not to be a Swingline Lender for the purposes of paragraph (ii)(B) above. (b) For the purposes of this Clause 32.538.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.534.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Loan; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment under the Loan will be reduced by the amount of its Available Commitments undrawn Commitment under the Loan and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, 26.20 the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) , the Super Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (id)(i) and (iid)(ii) aboveof Clause 38.7. (b) For the purposes of this Clause 32.538.8, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; or (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) Commitments under the agreement of any specified group of Lenders, relevant Facility or Facilities has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility or Facilities will be reduced by the amount of its Available Commitments under the relevant Facility or Facilities and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs this paragraph (i) and (ii) abovea). (b) For the purposes of this Clause 32.536.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 35.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments 's Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments 's Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) 35.5.2 For the purposes of this Clause 32.535.5, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.535.5, the Facility Agent may assume that the following Lenders are Defaulting Lenders: : (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Loan; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documentsdocuments, that Defaulting Lender’s Commitments Commitment under the Loan will be reduced by the amount of its Available Commitments undrawn Commitment under the Loan and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, 26.21 the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.. VARIATIONS AND WAIVERS

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.537.7 (Disenfranchisement of Defaulting Lenders), the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.. ​

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders or the Incremental Facility Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.540.9, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.534.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitment or participations in the Loans, in ascertaining: (i) the ascertaining whether Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Lenders approval has been obtained to approve for any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will Available Commitment shall be reduced by the amount of its Available Commitments and, to the extent disregarded; provided that that reduction results in that a Defaulting Lender’s Total Commitments being zeroconsent will still be required where any consent, that Defaulting Lender shall be deemed not to be a Lender for waiver, amendment or other vote under the purposes Finance Documents expressly requires the consent of paragraphs (i) and (ii) aboveall Lenders. (b) For the purposes of this Clause 32.536.3 (Disenfranchisement of Defaulting Lenders), the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, : (i) that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments Commitments; and, to the extent that that reduction results in (ii) that Defaulting Lender’s Total Commitments being zero, will be ignored if that Defaulting Lender shall be deemed not fails to be respond to a Lender request for a waiver or amendment within the purposes of paragraphs (i) time period specified by ABB and (iiunless it is an Impaired Agent) abovethe Facility Agent. (b) For the purposes of this Clause 32.535.4, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender (and each Lender shall notify the Facility Agent and ABB promptly after becoming a Defaulting Lender); (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.532.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 15.9.1 For so long as a Defaulting Lender has any Available Commitment, Commitment in ascertaining: (ia) the Majority Lenders; or (iib) whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total aggregate of the Commitments; or (Bii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above). (b) 15.9.2 For the purposes of this Clause 32.515.9, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; oror 94148 (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of Clause 1.1 (Definitions) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Tranche A Commitment, any Available Tranche B Commitment or any Available Tranche C Commitment in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments will be reduced by the amount of its Available Tranche A Commitments, Available Tranche B Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveand/or Available Tranche A Commitments. (b) For the purposes of this Clause 32.534.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; oror DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07 (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Xxxxxx's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.536.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Loan; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Xxxxxxx under the Finance Documentsdocuments, that Defaulting LenderXxxxxx’s Commitments Commitment under the Loan will be reduced by the amount of its Available Commitments undrawn Commitment under the Loan and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments 122 ‌ SK 26945 0003 10902825 v6 Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, 27.19 the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s 's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.541.11, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitments, in ascertaining: (i) determining whether the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance requisite level of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, consent has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveCommitments. (b) For the purposes of this Clause 32.539.11 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) , the Super Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments or Total Revolving Facility Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveCommitments. (b) For the purposes of this Clause 32.540.4, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.539.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (aA) For Subject to paragraph (C) below, for so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubtwithout limitation, unanimity) of the Total Commitments; or (B) Commitments or whether the agreement approval of any specified group of Lenders, all Lenders has been obtained in relation to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, : (i) that Defaulting Lender’s 's Commitments will be reduced by the amount of its Available Commitments Commitments; and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, (ii) that Defaulting Lender shall will not be deemed not to be treated as a Lender for the purposes of paragraphs paragraph (iA) and of Clause 37.2 (iiExceptions) aboveif it has no participation in an outstanding Loan. (bB) For Subject to paragraph (C) below, for the purposes of this Clause 32.537.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. (C) For the avoidance of doubt nothing in this Clause 37.3 or otherwise shall relieve, reduce or affect any obligation of a Defaulting Lender under Clause 30 (Sharing among the Finance Parties) or any other obligation owed by such Defaulting Lender to a Finance Party and the Commitments, and participations in any Loan, of a Defaulting Lender shall not be reduced or excluded for the purposes of any calculation to that extent.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertainingascertaining : (i) the Majority Lenders; or (ii) whetherwhether : (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of sub-paragraphs (ia)(i) and (iia)(ii) above. (b) For the purposes of this Clause 32.536.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, Documents that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.528.6, the Agent Borrower and Lenders may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent Borrower or other Lenders that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, occurred unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is other Parties are otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentParticipation, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsFacility Maximum Amounts under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, ,that Defaulting Lender’s Commitments 's Participations under the relevant Facility/ies will be reduced by the amount of its Available Commitments Participations under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments Facility Maximum Amount being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5clause 39.3 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitment which is undrawn and uncancelled, in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) which are undrawn and (ii) aboveuncancelled. (b) For the purposes of this Clause 32.539.3, the Facilities Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facilities Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facilities Agent) or the Facilities Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 32.4.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (ia) the Majority Lenders; or (iib) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (ia) and (iib) above. (b) 32.4.2 For the purposes of this Clause 32.532.4, the Agent may assume that the following Lenders are Defaulting Lenders: (ia) any Lender which has notified the Agent that it has become a Defaulting Lender; (iib) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or ), (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Tranche A Commitment, any Available Tranche B Commitment or any Available Tranche C Commitment in ascertaining: (i) ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments will be reduced by the amount of its Available Tranche A Commitments, Available Tranche B Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total and/or Available Tranche A Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) aboveas applicable. (b) For the purposes of this Clause 32.534.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A1) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B2) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments Commitment and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.539.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) ), or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 38.3.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) 38.3.1.1 the Majority Lenders; or (ii) 38.3.1.2 whether: (Ai) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facilitylies; or (Bii) the agreement of any specified group of Lenders, Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by under the amount of its Available Commitments relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for or the purposes of paragraphs (i) Clauses 38.3.1.1 and (ii) above38.3.1.2. (b) 38.3.2 For the purposes of this Clause 32.538.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) 38.3.2.1 any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) 38.3.2.2 any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) In ascertaining the Majority Lenders; or (ii) whether: (A) Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that a Defaulting LenderXxxxxx’s Commitments and participations will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.543.5, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. (c) For the avoidance of doubt, the Facility Agent shall not be obliged to fund any Loan or pay any sums in place of any Defaulting Lender:

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available CommitmentCommitment in respect of any Facility, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) the agreement of the Lenders holding any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments or the Commitments or Available Commitments of the Lenders in respect of any or all of the Facilities; or (B) the agreement of the Lenders or any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitments Commitment in respect of such Facility will (for such purpose) be deemed to have been reduced by the amount of its Available Commitments Commitment for such Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment of each Facility being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (ia)(i) and (iia)(ii) above. (b) For the purposes of this Clause 32.537.7, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it the Facility Agent has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) ), or the Facility Agent is otherwise aware aware, that the Lender concerned has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available unutilised Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments under the Facility will be reduced by the amount of its Available available Commitments under the Facility and, to the extent that that the reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs subparagraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, Subclause the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;; or (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments Commitment under the Facility will be reduced by the amount of its Available Commitments and, Commitment under the Facility and to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.534.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) : the Majority Lendersnumber or percentage of Lenders constituting the Instructing Parties; or (ii) or whether: (A) : any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility; or (B) or the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments Xxxxxx's Commitment under the relevant Facility will be reduced by the amount of its Available Commitments and, Commitment under the relevant Facility and to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) . For the purposes of this Clause 32.529.3, the Intercreditor Agent may assume that the following Lenders are Defaulting Lenders: (i) : any Lender which has notified the Intercreditor Agent that it has become a Defaulting Lender; (ii) ; any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) [or (c) c)]209 of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Intercreditor Agent) or the Intercreditor Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.Lender.]210

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Loan; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documentsdocuments, that Defaulting Lender’s Commitments Commitment under the Loan will be reduced by the amount of its Available Commitments undrawn Commitment under the Loan and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.5, 26.22 the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (cb) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.546.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of sub-paragraphs (i) and (ii) above.. 91 = NUMPAGES 135-2 133 (b) For the purposes of this Clause 32.5, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (cd) of the definition of “Defaulting Lender” Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or; (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or (B) the agreement of any specified specific group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, Documents that Defaulting Lender’s Commitments Commitment will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.538.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) 34.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (Aa) any given percentage (including, for the avoidance of doubt, including unanimity) of the Total Commitments or Total Term Loan Commitments, Total Capex Facility Commitments, Total WC Facility Commitments or Total Overdraft Facility Commitments, as the case may be; or (Bb) the agreement of any a specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Initial ACF Finance Documents, that Defaulting Lender’s Commitments under the relevant Facility will be reduced by the amount of its Available Commitments under the relevant Facility and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) abovethis Clause 34.5.1. (b) 34.5.2 For the purposes of this Clause 32.534.5, the Initial ACF Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Initial ACF Agent that it has become a Defaulting Lender;; or (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs paragraph (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Initial ACF Agent) or the Initial ACF Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the relevant Facility/ies; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s 's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.546.6, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender; (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Disenfranchisement of Defaulting Lenders. (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Lxxxxx's Commitments under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction results in that Defaulting Lender’s 's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above. (b) For the purposes of this Clause 32.535.3, the Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Agent that it has become a Defaulting Lender;; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “"Defaulting Lender” " has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.