Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates Sample Clauses
This clause restricts the voting rights or decision-making powers of sponsor affiliates who acquire debt in a transaction. In practice, if a sponsor affiliate purchases debt related to the company, they may be prevented from exercising certain rights typically held by debt holders, such as voting on amendments or waivers. The core function of this clause is to prevent conflicts of interest and ensure that sponsor affiliates cannot unduly influence creditor decisions to the detriment of other lenders.
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Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates. 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 and such agreement or arrangement has not been terminated:
Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates. (a) For so long as a Sponsor Affiliate or a Restricted Transferee:
(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:
I. any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or
II. 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, Restricted Transferee 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 or Restricted Transferee 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 Sponsor Affiliate or Restricted Transferee (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 14 (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 Sponsor Affiliate or Restricted Transferee, such notification to be substantially in the form set out in Part 2 of Schedule 14 (Forms of Notifiable Debt Purchase Transaction Notice).
(d) Each Sponsor Affiliate or Restricted Transferee 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 Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and
(ii) in its capacity as Lender, unless the 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 Agent or one or more of the Lenders.
Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates. For so long as a Sponsor Affiliate:
Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates. (a) For so long as a Sponsor Affiliate:
Disenfranchisement on Debt Purchase Transactions entered into by 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 and such agreement or arrangement has not been terminated:
(i) in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments 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
(ii) for the purposes of Clause 39.2 (Exceptions), 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 (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).
(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 I of Schedule 16 (Forms of Notifiable Debt Purchase Transaction Notice).