Common use of Disenfranchisement of Sponsor Affiliates Clause in Contracts

Disenfranchisement of Sponsor Affiliates. (a) For so long as a Sponsor 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 in relation to a Commitment and such agreement or arrangement has not been terminated, in ascertaining: (a) the Majority Senior Lenders, the Majority Instructing Creditors, any required portion of Bondholders or any Instructing Group; or (b) whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior Credit Participation, or the agreement of any specified group of Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, shall be deemed to be zero and, subject to paragraph (ii) below, that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "Counterparty")) shall be deemed not to be a Senior Creditor. (b) Each Sponsor Affiliate that is a Senior Lender or Bondholder agrees that, and the Company shall procure that: (i) in relation to any meeting or conference call to which all the Senior Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security Agent or, unless the Security Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) it shall not, unless the Security Agent otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security Agent or one or more of the Senior Creditors. (c) For purposes of this Clause 25.5, “Sponsor Affiliate” shall, to the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person of any Group company as defined in Article 3 of Law No. 21/1991 on insolvency etc.

Disenfranchisement of Sponsor Affiliates. (aA) For so long as a Sponsor Affiliate (i) beneficially owns a Commitment or Credit Participation or (ii) has entered into a sub- sub-participation agreement relating to a Commitment or Credit Participation or other agreement or arrangement having a substantially similar economic effect in relation to a Commitment and such agreement or arrangement has not been terminated, : (i) in ascertaining: (a) the Majority Instructing Junior Creditors or the Instructing Senior Lenders, the Majority Instructing Creditors, any required portion of Bondholders or any Instructing GroupCreditors (as applicable); or (b) whether whether: (1) any relevant percentage of Commitments or Credit Participations; or (including, for the avoidance of doubt, unanimity2) of Senior Credit Participation, or the agreement of any specified group of Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, Commitment or Credit Participation shall be deemed to be zero and, subject to paragraph (ii) below, that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "“Counterparty"”)) shall be deemed not to be a Senior Creditor. (bii) Paragraph (A) above shall not apply to the extent that a Counterparty (other than a Sponsor Affiliate) is a Creditor by virtue otherwise than by beneficially owning the relevant Commitment or Credit Participation. (B) Each Sponsor Affiliate that is a Senior Lender or Bondholder Creditor agrees that, and the Company shall procure that: (i) in relation to any meeting or conference call to which all the Senior Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security relevant Agent or, unless the Security relevant Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) it shall not, unless the Security relevant Agent otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security relevant Agent or one or more of the Senior Creditors. (c) For purposes of this Clause 25.5, “Sponsor Affiliate” shall, to the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person of any Group company as defined in Article 3 of Law No. 21/1991 on insolvency etc.

Disenfranchisement of Sponsor Affiliates. (aA) For so long as a Sponsor Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub- sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect in relation to a Commitment and such agreement or arrangement has not been terminated, : (i) in ascertaining: (a) the Majority Senior Lenders, the Majority Instructing Creditors, any required portion of Bondholders or any an Instructing Group; or (b) whether whether: (1) any relevant percentage of Commitments or Credit Participations; or (including, for the avoidance of doubt, unanimity2) of Senior Credit Participation, or the agreement of any specified group of Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, Commitment and any associated Credit Participation shall be deemed to be zero and, subject to paragraph (ii) below, that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "“Counterparty"”)) shall be deemed not to be a Senior CreditorLender. (bii) Paragraph (A) above shall not apply to the extent that a Counterparty (other than a Sponsor Affiliate) is a Lender by virtue otherwise than by beneficially owning the relevant Commitment. (B) Each Sponsor Affiliate that is a Senior Lender or Bondholder agrees that, and the Company shall procure that: (i) in relation to any meeting or conference call to which all the Senior Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security Agent or, unless the Security Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) it shall not, unless the Security Agent otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security Agent or one or more of the Senior Creditors. (c) For purposes of this Clause 25.5, “Sponsor Affiliate” shall, to the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person of any Group company as defined in Article 3 of Law No. 21/1991 on insolvency etc.

Disenfranchisement of Sponsor Affiliates. (a) For so long as a Sponsor Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub- sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect in relation to a Commitment and such agreement or arrangement has not been terminated, : (i) in ascertaining: (aA) the Majority Senior Lenders, the Majority Instructing Creditors, any required portion of Bondholders or any an Instructing Group; or (bB) whether whether: (1) any relevant percentage (including, for the avoidance of doubt, unanimity) of Commitments or Senior Credit Participation, or Participations; or (2) the agreement of any specified group of Creditors, Creditors has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, Commitment and any associated Senior Credit Participation shall be deemed to be zero and, subject to paragraph (ii) below, that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "“Counterparty"”)) shall be deemed not to be be: (C) a Senior CreditorLender (in the case of a Senior Commitment); or (D) a Junior Lender (in the case of a Junior Commitment). (ii) Paragraphs (i)(C) and (i)(D) above shall not apply to the extent that a Counterparty is a Senior Lender or Junior Lender, (as the case may be) by virtue otherwise than by beneficially owning the relevant Commitment. (b) Each Sponsor Affiliate that is a Senior Lender or Bondholder a Junior Lender agrees that, and the Company shall procure that: (i) in relation to any meeting or conference call to which all the Senior Creditors, all the Creditors, all the Junior Lenders or any combination of those groups of Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security Agent Trustee or, unless the Security Agent Trustee otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) it shall not, unless the Security Agent Trustee otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security Agent Trustee or one or more of the Senior Creditors. (c) For purposes of this Clause 25.5, “Sponsor Affiliate” shall, to the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person of any Group company as defined in Article 3 of Law No. 21/1991 on insolvency etc.

Disenfranchisement of Sponsor Affiliates. (a) For so long as a Sponsor Affiliate (i) beneficially owns a Commitment Credit Facility Participation or (ii) has entered into a sub- sub-participation agreement relating to a Commitment Credit Facility Participation or other agreement or arrangement having a substantially similar economic effect in relation to a Commitment and such agreement or arrangement has not been terminated, : (i) in ascertaining: (aA) the Majority Senior Credit Facility Lenders, the Majority Instructing Creditors, any required portion of Bondholders or any Instructing Group; or (bB) whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior Credit Facility Participation, or the agreement of any specified group of Primary Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, Credit Facility Participation shall be deemed to be zero and, subject to paragraph (ii) below, and that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "Counterparty")) shall be deemed not to be a Senior CreditorCredit Facility Lender. (b) Each Sponsor Affiliate that is a Senior Credit Facility Lender or Bondholder agrees that, and the Company shall procure that: (i) in relation to any meeting or conference call to which all the Senior Credit Facility Lenders or all the Primary Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security Agent or, unless the Security Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) it shall not, unless the Security Agent otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security Agent or one or more of the Senior CreditorsCredit Facility Lenders. (c) For purposes of this Clause 25.5, “Sponsor Affiliate” shall, to the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person of any Group company as defined in Article 3 of Law No. 21/1991 on insolvency etc.

Disenfranchisement of Sponsor Affiliates. (a) For so long as a Sponsor Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub- sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect in relation to a Commitment (and such agreement or arrangement has not been terminated, in ascertaining: (a) the Majority Senior Lenders, the Majority Instructing Creditors, any required portion of Bondholders or any Instructing Group; or (b) whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior Credit Participation, or the agreement of any specified group of Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, shall be deemed to be zero and, subject to paragraph (ii) below, that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "Counterparty")) shall be deemed not to be a Senior Creditor. (b) Each Sponsor Affiliate that is a Senior Lender or Bondholder agrees that, and the Company shall procure that:): (i) in relation to any meeting or conference call to which all the Senior Creditors Lenders are invited to attend or participate, unless the Agent otherwise agrees, it shall not attend or participate in the same if so requested by the Security Agent or, unless the Security Agent otherwise agrees, or be entitled to receive the agenda or any minutes of the same; and; (ii) it shall notin its capacity as Lender, unless the Security 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 Security Agent or one or more of the Senior CreditorsLenders; and (iii) in ascertaining: (A) the Majority Lenders or the Incremental Facility 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 Sponsor 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 Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment), provided that this paragraph (a) shall not apply in relation to any consent, waiver, amendment or other vote which (x) relates to an increase of Commitments of that Sponsor Affiliate; (y) would result in any Commitment of that Sponsor Affiliate under a particular Facility being treated in any manner which is inconsistent with the treatment proposed to be applied to any other Commitment under such Facility; or (z) would adversely affect the rights and/or obligations of that Sponsor Affiliate (including, without limitation, by way of subordination), solely in its capacity as a Finance Party (and, for the avoidance of doubt, excluding its interests as a holder of equity in the Company (whether directly or indirectly)) disproportionately to the other Finance Parties holding a Commitment in the same Facility. (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 Sponsor 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) For purposes of this Clause 25.5, “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 Sponsor Affiliate” shall, such notification to be substantially in the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person form set out in Part 2 of any Group company as defined in Article 3 Schedule 12 (Forms of Law No. 21/1991 on insolvency etcNotifiable Debt Purchase Transaction Notice).

Disenfranchisement of Sponsor Affiliates. (a) For so long as a Sponsor Affiliate (i) beneficially owns a Commitment an External Credit Participation or (ii) has entered into a sub- sub-participation agreement relating to a Commitment an External Credit Participation or other agreement or arrangement having a substantially similar economic effect in relation to a Commitment and such agreement or arrangement has not been terminated, in ascertaining: (ai) the Majority Senior Lenders, the Majority Instructing External Creditors, any required portion of Bondholders or any Instructing Group; or (bii) whether whether: (A) any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior External Credit Participation, or Participations; or (B) the agreement of any specified group of External Creditors, has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Agreement, that Commitment, as applicable, External Credit Participation shall be deemed to be zero and, subject to paragraph (ii) below, and that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (a "“Counterparty"”)) shall be deemed not to be a Senior CreditorLender other than to the extent that a Counterparty is a Lender by virtue otherwise than by beneficially owning the relevant External Credit Participation. (b) Each Sponsor Affiliate that is a Senior Lender or Bondholder an External Creditor agrees that, and the Company shall procure that: (i) in relation to any meeting or conference call to which all the Senior External Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security Agent or, unless the Security Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) it shall not, unless the Security Agent otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security Agent or one or more of the Senior External Creditors. (c) For purposes of this Clause 25.5, “Sponsor Affiliate” shall, to the extent it relates to any bond issued under the Bond Documents or Bondholder, include any person who constitutes a “closely related” person of any Group company as defined in Article 3 of Law No. 21/1991 on insolvency etc.