Common use of Majority Lenders Clause in Contracts

Majority Lenders. (a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) below. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) If, within the relevant decision period provided for under the relevant provision of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtained. (c) For the purposes of clause 38.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) 36.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 36.3.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 36.3.3 For the purposes of clause 38.3(b)36.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) 35.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 35.3.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 35.3.3 For the purposes of clause 38.3(b)35.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) 31.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 31.3.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance DocumentsDocuments (or within such other period as the Agent may specify in such notice), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 31.3.3 For the purposes of clause 38.3(b)31.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) 35.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 35.3.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 60 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 35.3.3 For the purposes of clause 38.3(b)35.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender Xxxxxx responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 60 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtained. (c) For the purposes of clause 38.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) 28.2.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, of the Majority Lenders or to be subject to the consent, approval consent or request of, of the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision)Lenders, such majority decision opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is opinion, consent, request or instructions are required to be obtained and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowopinion, consent, request or instructions. However (as between any Obligor the Obligors and the Finance Parties) the relevant Obligor Obligors shall each be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 28.2.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtained. (c) For the purposes of clause 38.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. As of any date, the Lenders whose aggregate Commitments constitute at least fifty-one percent (a51%) Where any Finance Document provides for any matter to be determined of the Total Commitment, but in no event fewer than two Lenders if there are three or more Lenders; provided that if the Total Commitment has been terminated by reference to the opinion of, Lenders and no Revolving Credit Loans or to be subject to the consent, approval or request ofLetters of Credit are outstanding, the Majority Lenders shall be the Lenders holding fifty-one percent (51%) of the outstanding principal amount of Competitive Bid Loans on such date. Material Adverse Effect. Any event or for any action to be taken occurrence of whatever nature which: (a) has a material adverse effect on the instructions business, properties, operations or financial condition of (i) the Majority Lenders Borrower or (ii) any Guarantor or (iii) the Borrower, the Guarantors and their respective Subsidiaries, taken as a majority decision)whole, such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) below. However has a material adverse effect on the ability of the Borrower or any Guarantor to perform its payment and other material obligations under any of the Loan Documents, or (as between c) causes a material impairment of the validity or enforceability of any Obligor of the Loan Documents or any material impairment of the rights, remedies and benefits available to the Administrative Agent and the Finance PartiesLenders under any of the Loan Documents. Maturity Date. April __, 2001, or such earlier date on which the Loans shall become due and payable pursuant to the terms thereof. The Borrower may, by notice to the Administrative Agent given at least one hundred twenty (120) days prior to the relevant Obligor Maturity Date, request a one-year extension of the Maturity Date, the approval of which shall be entitled (and bound) to assume require Unanimous Lender Approval. Any such extension, if given by Unanimous Lender Approval, shall require that such notice no Default or Event of Default shall have been duly received by each Lender occurred and be continuing and that the relevant majority shall have been obtained Borrower pay an aggregate extension fee equal to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) If, within the relevant decision period provided for under the relevant provision 0.075% of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the existing Total Commitments has been obtainedCommitment. (c) For the purposes of clause 38.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) 35.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 35.3.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender Xxxxxx responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 35.3.3 For the purposes of clause 38.3(b)35.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such 201 UK-#396550026-v7 majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled 202 UK-#396550026-v7 (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender Xxxxxx responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 60 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) For the purposes of clause 38.3(b35.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b35.3(b) and 38.3(c35.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 43.2 (Exceptions).

Majority Lenders. (a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender Xxxxxx responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 60 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) For the purposes of clause 38.3(b33.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b33.3(b) and 38.3(c33.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 41.2 (Exceptions).

Majority Lenders. (a) 31.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 31.3.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance DocumentsDocuments (or within such other period as the Agent may specify in such notice), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 31.3.3 For the purposes of clause 38.3(b)31.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) 31.3.4 Clauses 38.3(b) 31.3.2 and 38.3(c) 31.3.3 shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 39.2 (Exceptions).

Majority Lenders. (a) 35.3.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 35.3.2 If, within the relevant decision period provided for under the relevant provision of the Finance Documents (or if there is no such period, fifteen (15) Business Days after of the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes except if such reply has not been received due to technical errors in connection with any Designated Website (as defined in clause 19.9 (Use of determining whether a relevant percentage of the Total Commitments has been obtainedwebsites)). (c) 35.3.3 For the purposes of clause 38.3(b)35.3.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b) and 38.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 (Exceptions).

Majority Lenders. (a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case.and (b) If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender Xxxxxx responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 per cent. cent of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) For the purposes of clause 38.3(b34.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b34.3(b) and 38.3(c34.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 35.5 (Exceptions).

Majority Lenders. (a) Where any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowdecision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) If, within the relevant decision period provided for under the relevant provision fifteen Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender Xxxxxx responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 60 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) For the purposes of clause 38.3(b35.3(b), any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) Clauses 38.3(b35.3(b) and 38.3(c35.3(c) shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 43.2 (Exceptions).

Majority Lenders. (a) 28.2.1 Where any Finance Document provides for any matter to be determined by reference to the opinion of, of the Majority Lenders or to be subject to the consent, approval consent or request of, of the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision)Lenders, such majority decision opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is opinion, consent, request or instructions are required to be obtained and the relevant majority of Lenders shall have given or issued such majority decision subject to paragraph (b) belowopinion, consent, request or instructions. However (as between any Obligor the Obligors and the Finance Parties) the relevant Obligor Obligors shall each be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Facility Agent whether or not this is the case. (b) 28.2.2 If, within the relevant decision period provided for under the relevant provision ten Business Days of the Finance Documents (or if there is no such period, fifteen (15) Business Days after the Facility Agent despatching to each Lender a notice requesting instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification, waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents), the Facility Agent has not received a reply specifically giving or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds at a later date) the Facility Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes of 662/3 66 2/3 per cent. of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded and their Commitment shall be disregarded for the purposes of determining whether a relevant percentage of the Total Commitments has been obtainedresponded. (c) 28.2.3 For the purposes of clause 38.3(b)28.2.2, any Lender which notifies the Facility Agent of a wish or intention to abstain on any particular issue shall be treated as if it had not responded. (d) 28.2.4 Clauses 38.3(b) 28.2.2 and 38.3(c) 28.2.3 shall not apply in relation to those matters referred to in, or the subject of, clause 46.2 36.2 (Exceptions).