Common use of Disenfranchisement of Parent Affiliates Clause in Contracts

Disenfranchisement of Parent Affiliates. (a) For so long as a Parent Affiliate: (i) beneficially owns a Commitment; or (ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated: in ascertaining: (A) the Majority Lenders; or (B) whether: 1) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or 2) 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, such Commitment shall be deemed to be zero and such Parent Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Parent Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 12 (Forms of Notifiable Debt Purchase Transaction Notice). (c) A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with a Parent Affiliate, such notification to be substantially in the form set out in Part 2 of Schedule 12 (Forms of Notifiable Debt Purchase Transaction Notice).

Disenfranchisement of Parent Affiliates. (a) For so long as a Parent Affiliate: (i) beneficially owns a Commitment; or (ii) has entered into a sub-participation agreement any Participation relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement Participation has not been terminated: , in ascertaining: (A) the Majority Lenders; or (B) whether: 1) I. any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or 2) II. 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, Documents such Commitment shall be deemed to be zero and such Parent Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement Participation shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Parent Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 12 8 (Forms Form of Notice of Notifiable Debt Purchase Transaction NoticeTransaction). (c) A Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with a Parent Affiliate, such notification to be substantially in the form set out in Part 2 of Schedule 12 8 (Forms Form of Notice of Termination of Notifiable Debt Purchase Transaction NoticeTransaction). (d) Each Parent Affiliate that is a Lender agrees that: (i) in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Facility Agent or, unless the Facility Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) in its capacity as Lender, unless the Facility Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Facility Agent or one or more of the Lenders.