Common use of Disenfranchisement on Debt Purchase Clause in Contracts

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Affiliates (a) For so long as an Investor 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 whether any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Commitments, Available Commitments, outstanding principal amount of any Loan or outstanding Senior Debt Obligations has been obtained to approve any request for a consent, waiver, amendment or other vote under any Finance Document such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), such Investor 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 an Investor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part I of Schedule 32. (c) A Lender promptly shall notify the Relevant Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor Affiliate, such notification to be substantially in the form set out in Part II of Schedule 32. (d) Each Investor 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 Relevant Facility Agent or, unless the Relevant 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 Relevant 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 Relevant Facility Agent or one or more of the Secured Parties.

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Sponsor Affiliates (aA) For so long as an Investor Affiliate a Sponsor Affiliate: (i1) beneficially owns a Commitment or 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: (a) the Majority Senior Lenders; or (b) whether: (i) in ascertaining whether any given percentage (including, including for the avoidance of doubt, unanimity) of the aggregate Senior Total Commitments, Available Commitments, outstanding principal amount ; or (ii) the agreement of any Loan or outstanding specified group of Senior Debt Obligations Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Finance Document Documents such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), zero and such Investor Sponsor Affiliate or the Person 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) and (b) above (unless in the case of a Person person not being an Investor a Sponsor Affiliate it is a Senior Lender by virtue otherwise than by beneficially owning the relevant Commitment). (bB) Unless Each Senior Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Senior Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor a Sponsor Affiliate (a “"Notifiable Debt Purchase Transaction”"), such notification to be substantially in the form set out in Part I 1 of Schedule 3210 (Forms of Notifiable Debt Purchase Transaction Notice). (cC) A Senior Lender shall promptly shall notify the Relevant Facility Senior Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i1) is terminated; or (ii2) ceases to be with an Investor a Sponsor Affiliate, such notification to be substantially in the form set out in Part II 2 of Schedule 3210 (Forms of Notifiable Debt Purchase Transaction Notice). (d) Each Investor 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 Relevant Facility Agent or, unless the Relevant 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 Relevant 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 Relevant Facility Agent or one or more of the Secured Parties.

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Sponsor Affiliates (a) For so long as an Investor Affiliate a Sponsor Affiliate: (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, (A) the Majority Lenders; or (B) whether: (i) in ascertaining whether I. any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Commitments, Available Commitments, outstanding principal amount ; or II. the agreement of any Loan or outstanding Senior Debt Obligations specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Finance Document Documents such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), zero and such Investor Sponsor Affiliate or the Person person with whom it has entered into such sub-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 person not being an Investor a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Unless Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor a Sponsor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part I 1 of Schedule 3214 (Forms of Notifiable Debt Purchase Transaction Notice). (c) A Lender shall promptly shall notify the Relevant Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor a Sponsor Affiliate, such notification to be substantially in the form set out in Part II 2 of Schedule 3214 (Forms of Notifiable Debt Purchase Transaction Notice). (d) Each Investor Sponsor 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 Relevant Facility Agent or, unless the Relevant 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 Relevant 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 Relevant Facility Agent or one or more of the Secured PartiesLenders.

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Sponsor Affiliates (a) For so long as an Investor a Sponsor Affiliate or a Restricted Transferee: (i) beneficially owns a Commitment or Commitment; or (ii) has entered into a sub-participation 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: (iA) in ascertaining whether the Majority Lenders; or (B) whether: I. any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Total Commitments, Available Commitments, outstanding principal amount ; or II. the agreement of any Loan or outstanding Senior Debt Obligations specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Finance Document Documents such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i)zero and such Sponsor Affiliate, such Investor Affiliate Restricted Transferee or the Person 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 person not being an Investor a Sponsor Affiliate or Restricted Transferee it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Unless Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor a Sponsor Affiliate or Restricted Transferee (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part I 1 of Schedule 3214 (Forms of Notifiable Debt Purchase Transaction Notice). (c) A Lender shall promptly shall notify the Relevant Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor Affiliatea Sponsor Affiliate or Restricted Transferee, such notification to be substantially in the form set out in Part II 2 of Schedule 32.14 (Forms of Notifiable Debt Purchase Transaction Notice). 0081727-0000042 SN:12155633.21 142 (d) Each Investor 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 Relevant Facility Agent or, unless the Relevant 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 Relevant 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 Relevant Facility Agent or one or more of the Secured PartiesLenders.

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Parent Affiliates (a) For so long as an Investor Affiliate a Parent Affiliate: (i) beneficially owns a Commitment or Proposed Participation; or (ii) has entered into a sub-participation agreement relating to a Commitment Proposed Participation or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, in ascertaining: (iA) in ascertaining whether the Majority Lenders; or (B) whether: (1) any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Commitments, Available Commitments, outstanding principal amount Total Proposed Participations; or (2) the agreement of any Loan or outstanding Senior Debt Obligations specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Finance Document Documents such Commitment Proposed Participation shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), and such Investor Parent Affiliate or the Person 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 person not being an Investor a Parent Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant CommitmentProposed Participation). (b) Unless Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor a Parent Affiliate (a “Notifiable Debt Purchase Transaction”), ) such notification to be substantially in the form set out in Part I of Schedule 32. 9 (c) A Lender promptly shall notify the Relevant Facility Agent if a Forms of Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor Affiliate, such notification to be substantially in the form set out in Part II of Schedule 32Notice). (d) Each Investor 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 Relevant Facility Agent or, unless the Relevant 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 Relevant 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 Relevant Facility Agent or one or more of the Secured Parties.

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Affiliates (a) For so long as an Investor 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 Noteholders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Commitments, Available Commitments, outstanding principal amount Total Commitments or the agreement of any Loan or outstanding Senior Debt Obligations specified group of Noteholders has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Finance Document Documents such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), such Investor Affiliate or the Person person with whom it has entered into such sub-sub- participation, other agreement or arrangement shall be deemed not to be a Lender Noteholder for the purpose of paragraph (i) above (unless in the case of a Person person not being an Investor Affiliate it is a Lender Noteholder by virtue otherwise than by beneficially owning the relevant Commitment). (b) Unless Each Noteholder shall, unless such Debt Purchase Transaction is an assignment or a transfer, each Lender promptly shall notify the Relevant Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part I 1 of Schedule 3213 (Form of Notifiable Debt Purchase Transaction Notice). (c) A Lender Noteholder shall promptly shall notify the Relevant Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor Affiliate, such notification to be substantially in the form set out in Part II 2 of Schedule 3213 (Form of Notifiable Debt Purchase Transaction Notice). (d) Each Investor Affiliate that is a Lender Noteholder agrees that: (i) in relation to any meeting or conference call to which all the Lenders Noteholders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Relevant Facility Agent or, unless the Relevant Facility Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and; (ii) in its capacity as LenderNoteholder, unless the Relevant 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 Relevant Facility Agent or one or more of the Secured PartiesNoteholders; and (iii) to the extent and for so long as its Commitment, participation in any loan or sub-participation or other agreement or arrangement relating to a Commitment, including, without limitation, following a Debt Purchase Transaction, could result in the subordination of claims of any other Noteholder under the Notes pursuant to any law regarding the subordination of shareholder loans or similar claims or prejudice or adversely affect the Transaction Security or guarantee and indemnity pursuant to Clause 21 (Guarantee and Indemnity) (or their enforceability) in any way, the relevant Subordinated Noteholder shall not be a secured or guaranteed party (however described) under and for the purposes of any Finance Document and no amount owing to it under any Finance Document shall be secured by the Transaction Security Documents (unless the subordination ceases to apply or subsequently or at the same time applies to the Noteholders generally (other than where such subordination of the Noteholders generally is caused by a Debt Purchase Transaction by a Subordinated Noteholder)).

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Sponsor Affiliates (a) For so long as an Investor Affiliate a Sponsor Affiliate: (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: (iA) in ascertaining whether the Majority Lenders; (B) whether: (1) any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Total Commitments, Available Commitments, outstanding principal amount ; or (2) the agreement of any Loan or outstanding Senior Debt Obligations specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Finance Document Documents such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), and such Investor Sponsor Affiliate or the Person 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 person not being an Investor a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Unless Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor a Sponsor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part I of Schedule 3212 (Form of Notifiable Debt Purchase Transaction Notice). (c) A Lender shall promptly shall notify the Relevant Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor a Sponsor Affiliate, such notification to be substantially in the form set out in Part II of Schedule 3212 (Form of Notifiable Debt Purchase Transaction Notice). (d) Each Investor Sponsor 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 Relevant Facility Agent or, unless the Relevant 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 Relevant 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 Relevant Facility Agent or one or more of the Secured PartiesLenders.

Disenfranchisement on Debt Purchase. Transactions entered into by Investor Sponsor Affiliates (a) 22.2.1 For so long as an Investor Affiliate a Sponsor Affiliate: (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: (ia) in ascertaining whether the Majority Lenders (or, if appropriate, the Lenders, Majority Term Loan Lenders, Majority Capex Facility Lenders, Majority WC Lenders or Majority Overdraft Lenders); or (b) whether: (I) any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate Total Commitments, Available Commitments, outstanding principal amount ; or (II) the agreement of any Loan or outstanding Senior Debt Obligations specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under any the Borrower Finance Document Documents such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 30.12(a)(i), zero and such Investor Sponsor Affiliate or the Person person with whom it has entered into such sub-sub- participation, other agreement or arrangement shall be deemed not to be a Lender for the purposes of Clauses 22.2.1(a) and 22.2.1(b) (unless in the case of a Person person not being an Investor a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). (b) Unless 22.2.2 Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, each Lender promptly shall notify the Relevant Facility Initial ACF Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor a Sponsor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part I 1 (Form of Notice on Entering into Notifiable Debt Purchase Transaction) of Schedule 327 (Forms of Notifiable Debt Purchase Transaction Notice). (c) 22.2.3 A Lender shall promptly shall notify the Relevant Facility Initial ACF Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with an Investor a Sponsor Affiliate, such notification to be substantially in the form set out in Part II 2 (Form of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction Ceasing to be with Permitted Debt Purchase Party) of Schedule 327 (Forms of Notifiable Debt Purchase Transaction Notice). (d) 22.2.4 Each Investor Sponsor 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 Relevant Facility Initial ACF Agent or, unless the Relevant Facility Initial ACF Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and (ii) in its capacity as Lender, unless the Relevant Facility Initial ACF 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 Relevant Facility Initial ACF Agent or one or more of the Secured PartiesLenders.