Common use of Excluded Commitments Clause in Contracts

Excluded Commitments. (a) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of any provision of the Finance Documents or other vote of any or all Lenders under the terms of this Agreement, then in the case of: (i) any Non-Responding Lender; (ii) any Replaced Lender, on and from the date of the relevant Replacement Notice; and (iii) any Defaulting Lender, on and from the date on which it becomes a Defaulting Lender, unless the Company agrees otherwise (with respect to each such individual Non-Responding Lender, Replaced Lender and/or Defaulting Lender) that Non-Responding Lender, Replaced Lender or Defaulting Lender (as applicable): (A) shall be automatically excluded from participating in that vote; (B) its participations and Commitments shall be deemed to be zero (0) for the denominator of the relevant percentage of the Commitments or otherwise when ascertaining whether the approval of the Majority Lenders, the Majority Revolving Facility Lenders, the Super Majority Lenders, all Lenders, or any other class of Lenders (as applicable) has been obtained with respect to that request for a consent or agreement, and 158 Project Meria: Senior Facilties Agreement (C) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement or any specified group of Lenders has been obtained to approve the request. (b) For the purposes of this Agreement:

Excluded Commitments. If: (a) If a Noteholder does not expressly and conclusively accept or reject a request from a member of the Company Group (or the Agent (at the request on behalf of that member of the CompanyGroup) has requested the Finance Parties (for any consent or any of them) to give a consent agreement in relation to, or to agree a release, waiver or amendment of any provision provisions of the Finance Documents or other vote of any or all Lenders Noteholders under the terms of this Agreementthe Finance Documents within ten (10) Business Days (or if such Noteholder is a Defaulting Noteholder, then five (5) Business Days) or any other period of time specified by that member of the Group but if shorter than ten (10) Business Days, agreed by the Agent) of the date of such request being made (the last day of such period; or (b) any Non-Consenting Noteholder fails to assist with any step required to implement the Company’s right to redeem that Non-Consenting Noteholder or to replace that Non-Consenting Noteholder pursuant to and as contemplated by Clause ‎39.8 (Replacement of Noteholder) within three (3) Business Days of a request to do so by the Company (a “Non-Consenting Defaulting Noteholder”), then, in the case ofeach case: (i) any Non-Responding Lender; that Noteholder (ii) any Replaced Lender, on and from the date of the relevant Replacement Notice; and (iii) any Defaulting Lender, on and from the date on which it becomes a Defaulting Lender, unless the Company agrees otherwise (with respect to each such individual Non-Responding Lender, Replaced Lender and/or Defaulting Lender) that Non-Responding Lender, Replaced Lender or Defaulting Lender (as applicable): (Aan “Excluded Noteholder”) shall be automatically and, irrevocably excluded from participating in that vote; , and its participations, Commitments and vote (Bas the case may be) its participations and Commitments shall not be deemed to be zero included (0or, as applicable, required) for with the denominator of the relevant percentage of the Total Commitments or otherwise when ascertaining whether the approval of the Majority Lenders, the Majority Revolving Facility LendersNoteholders, the Super Majority LendersNoteholders, all LendersNoteholders, or any other class of Lenders Noteholders (as applicable) has been obtained with respect to that request for a consent or agreement, and 158 Project Meria: Senior Facilties Agreement; and (Cii) for the purposes of paragraph ‎(a) above only, its status as a Lender Noteholder shall be disregarded for the purpose of ascertaining whether the agreement or any specified group of Lenders Noteholders has been obtained to approve the request. (b) For the purposes of this Agreement:

Excluded Commitments. (a) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of any provision of the Finance Documents or other vote of any or all Lenders under the terms of this Agreement, then in the case of: (i) any Non-Responding Lender; (ii) any Replaced Lender, on and from the date of the relevant Replacement Notice; and (iii) any Defaulting Lender, on and from the date on which it becomes a Defaulting Lender, unless the Company agrees otherwise (with respect to each such individual Non-Responding Lender, Replaced Lender and/or Defaulting Lender) that Non-Responding Lender, Replaced Lender or Defaulting Lender (as applicable): (A) shall be automatically excluded from participating in that vote; (B) its participations and Commitments shall be deemed to be zero (0) for the denominator of the relevant percentage of the Commitments or otherwise when ascertaining whether the approval of the Majority Lenders, the Majority Revolving Facility Lenders, the Super Majority Lenders, all Lenders, or any other class of Lenders (as applicable) has been obtained with respect to that request for a consent or agreement, and 158 Project Meria: Senior Facilties Agreementand (C) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement or any specified group of Lenders has been obtained to approve the request. (b) For the purposes of this Agreement:

Excluded Commitments. If: (a) If a Lender does not expressly and conclusively accept or reject a request from a member of the Company Group (or the Agent (at the request on behalf of that member of the CompanyGroup) has requested the Finance Parties (for any consent or any of them) to give a consent agreement in relation to, or to agree a release, waiver or amendment of any provision provisions of the Finance Documents or other vote of any or all Lenders under the terms of this Agreementthe Finance Documents within ten (10) Business Days (or if such Lender is a Defaulting Lender, then five (5) Business Days) or any other period of time specified by that member of the Group but if shorter than ten (10) Business Days, agreed by the Agent) of the date of such request being made (the last day of such period; or (b) any Non-Consenting Lender fails to assist with any step required to implement the Company’s right to prepay that Non-Consenting Lender or to replace that Non-Consenting Lender pursuant to and as contemplated by Clause ‎39.8 (Replacement of Lender) within three (3) Business Days of a request to do so by the Company (a “Non-Consenting Defaulting Lender”), then, in the case ofeach case: (i) any Non-Responding Lender; (ii) any Replaced Lender, on and from the date of the relevant Replacement Notice; and (iii) any Defaulting Lender, on and from the date on which it becomes a Defaulting Lender, unless the Company agrees otherwise (with respect to each such individual Non-Responding Lender, Replaced Lender and/or Defaulting Lender) that Non-Responding Lender, Replaced Lender or Defaulting Lender (as applicable): (Aan “Excluded Lender”) shall be automatically and, irrevocably excluded from participating in that vote; , and its participations, Commitments and vote (Bas the case may be) its participations and Commitments shall not be deemed to be zero included (0or, as applicable, required) for with the denominator of the relevant percentage of the Total Commitments or otherwise when ascertaining whether the approval of the Majority Lenders, the Majority Revolving Facility Lenders, the Super Majority Lenders, all Lenders, or any other class of Lenders (as applicable) has been obtained with respect to that request for a consent or agreement, and 158 Project Meria: Senior Facilties Agreement; and (Cii) for the purposes of paragraph ‎(a) above only, its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement or any specified group of Lenders has been obtained to approve the request. (b) For the purposes of this Agreement: