Common use of Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates Clause in Contracts

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. (a) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (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. (1) any given percentage (including, for other than in relation to decisions requiring the avoidance consent of doubt, unanimityall of the Lenders) of the Total Commitments; or II. (2) the agreement of any specified group of Lenders (other than in relation to decisions requiring the consent of all of the 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 Sponsor Affiliate, Restricted Transferee 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 or Restricted Transferee it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment)., provided that such consent, waiver, amendment or other vote is not materially detrimental (in comparison to the other Lenders) to the rights and/or interests of that Sponsor Affiliate solely in its capacity as a Lender (and, for the avoidance of doubt, excluding its interests as a holder of equity in the Borrower (whether directly or indirectly)), and each Sponsor Affiliate upon becoming a Party expressly agrees and acknowledges that the operation of this Clause 26.2 shall not of itself be so detrimental to it in comparison to the other Lenders or otherwise; and (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 8 (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 TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 of Schedule 14 8 (Forms of Notifiable Debt Purchase Transaction Notice)). (dc) 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, in each case, unless the Agent otherwise agrees or it relates to matters in which the Sponsor Affiliate is entitled to vote in accordance with this Clause 26.

Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates. (a) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (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. 1. any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or II2. 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 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 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 I 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. (a) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (i) holds or beneficially owns a Commitment(or holds the economic benefit or effect of) any Commitment (or any commitment represented thereby) or any participation in the Loan; or (ii) has entered into a sub-participation agreement relating to a any Commitment (or any commitment represented thereby) or any participation in the Loan, or any other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, then notwithstanding any other provision of this Agreement or any other Finance Document, in ascertaining: (A) the Majority Lenders; or (B) whether: I. (1) the consent of Lenders holding any given percentage (including, for the avoidance of doubt, unanimity) of the Total CommitmentsCommitments or participations in the Loan; or II. (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 Documents, such Commitment and such participation in the Loan shall be deemed to be zero zero, and each of such Sponsor Affiliate, Restricted Transferee or the and each person with whom it has entered into such sub-participation, other agreement or arrangement arrangement, shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless unless, in the case of a person that is not being a Sponsor Affiliate or Restricted Transferee Affiliate, it is a Lender by virtue otherwise than by holding or beneficially owning (or holding the relevant Commitmenteconomic benefit or effect of) any Commitment (or any commitment represented thereby) or any participation in the Loan to which (i) or (ii) applies). (b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transferfalls within paragraph (a) of the definition of “Debt Purchase Transaction”, promptly notify the Facility 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 I of Schedule 14 13 (Forms of Notifiable Debt Purchase Transaction Notice). (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 Sponsor Affiliate or Restricted TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 II of Schedule 14 13 (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 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.

Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates. (a) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (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. (1) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or II. (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 zero; and such Sponsor Affiliate, Restricted Transferee 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 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 I of Schedule 14 12 (Forms Form 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 TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 II of Schedule 14 12 (Forms Form 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. (aA) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (i1) beneficially owns a Senior Commitment; or (ii2) has entered into a sub-participation agreement relating to a Senior Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, in ascertaining: (Aa) the Majority Senior Lenders; or (Bb) whether: I. (i) any given percentage (including, including for the avoidance of doubt, unanimity) of the Senior Total Commitments; or II. (ii) the agreement of any specified group of Senior 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 Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Senior Lender for the purposes of paragraphs (Aa) and (Bb) above (unless in the case of a person not being a Sponsor Affiliate or Restricted Transferee it is a Senior Lender by virtue otherwise than by beneficially owning the relevant Commitment). (bB) Each Senior Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Senior 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 10 (Forms of Notifiable Debt Purchase Transaction Notice). (cC) A Senior Lender shall promptly notify the Senior Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i1) is terminated; or (ii2) ceases to be with a Sponsor Affiliate or Restricted TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 of Schedule 14 10 (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. (aA) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (i1) beneficially owns a Senior Commitment; or (ii2) has entered into a sub-participation agreement relating to a Senior Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, in ascertaining: (Aa) the Majority Senior Lenders; or (Bb) whether: I. (i) any given percentage (including, including for the avoidance of doubt, unanimity) of the Senior Total Commitments; or II. (ii) the agreement of any specified group of Senior 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 Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Senior Lender for the purposes of paragraphs (A‎(a) and (B‎(b) above (unless in the case of a person not being a Sponsor Affiliate or Restricted Transferee it is a Senior Lender by virtue otherwise than by beneficially owning the relevant Commitment). (bB) Each Senior Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Senior 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 10 (Forms of Notifiable Debt Purchase Transaction Notice). (cC) A Senior Lender shall promptly notify the Senior Agent if a Notifiable Debt Purchase Transaction to which it is a party:: EUI-1201462749v32 54 (i1) is terminated; or (ii2) ceases to be with a Sponsor Affiliate or Restricted TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 of Schedule 14 10 (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. (a) For Save as provided for in Clause 38 (SCIH Purchase Option), for so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (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. (1) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or II. (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, Restricted Transferee 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 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 I of Schedule 14 22 (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 TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 II of Schedule 14 22 (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. (a) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (i) holds or beneficially owns a Commitment(or holds the economic benefit or effect of) any Commitment in respect of any Facility (or the rights and/or obligations attributable thereto or any commitment represented thereby) or any participation in any Loan; or (ii) has entered into a sub-participation agreement relating to a any Commitment in respect of any Facility (or the rights and/or obligations attributable thereto or any commitment represented thereby) or any participation in any Loan, or any other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, then notwithstanding any other provision of this Agreement or any other Finance Document, in ascertaining: (A) the Majority Lenders; or (B) whether: I. whether the consent of Lenders holding any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or II. , the Commitments or Available Commitments (in respect of any or all of the Facilities) or participations in any or all of Loans (under any or all of the Facilities) or 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 Documents: (1) such Commitment and such participation in such Loan shall be deemed to be zero provided that such consent, waiver, amendment or other vote is not materially detrimental (in comparison to the other Lenders) to the rights and/or interests of that Sponsor Affiliate solely in its capacity as a Lender (and, for the avoidance of doubt, excluding its interests as a holder of equity in the Borrower (whether directly or indirectly)), and each Sponsor Affiliate upon becoming a Party expressly agrees and acknowledges that the operation of this Clause 26.2 shall not of itself be so detrimental to it in comparison to the other Lenders or otherwise; and (2) each of such Sponsor Affiliate, Restricted Transferee or the and each person with whom it has entered into such sub-participation, other agreement or arrangement arrangement, shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless unless, in the case of a person that is not being a Sponsor Affiliate or Restricted Transferee Affiliate, to the extent that it is a Lender by virtue otherwise than by holding or beneficially owning (or holding the relevant Commitmenteconomic benefit or effect of) any Commitment in respect of any Facility (or any commitment represented thereby) or any participation in any Loan to which (i) or (ii) applies). (b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transferfalls within paragraph (a) of the definition of “Debt Purchase Transaction”, promptly notify the Facility 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 I of Schedule 14 12 (Forms of Notifiable Debt Purchase Transaction Notice). (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 Sponsor Affiliate or Restricted TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 II of Schedule 14 12 (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 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.

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 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: (Ai) in ascertaining the Majority Lenders; or (B) whether: I. Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or II. the agreement of any specified group of Lenders, 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 zero; and (ii) such Sponsor Affiliate, Restricted Transferee 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 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 part 1 (Form of Schedule 14 Notice on Entering into Notifiable Debt Purchase Transaction) 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 Sponsor Affiliate or Restricted TransfereeAffiliate, such notification to be substantially in the form set out in Part part 2 (Form of Schedule 14 Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate) of schedule 12 (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. (a) For so long as a Sponsor Affiliate or a Restricted TransfereeAffiliate: (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. (1) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or II. (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, Restricted Transferee 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 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 Facility 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 I of Schedule 14 15 (Forms of Notifiable Debt Purchase Transaction Notice). (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 Sponsor Affiliate or Restricted TransfereeAffiliate, such notification to be substantially in the form set out in Part 2 II of Schedule 14 15 (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 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.