Common use of Bankruptcy and Insolvency; Corporate Governance Clause in Contracts

Bankruptcy and Insolvency; Corporate Governance. The Borrower (i) shall promptly provide the Facility Agent and the Liquidity Facility Provider with written notice of the institution of any proceeding by or against the Borrower or any ACS Ireland Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, Irish law examiner, trustee or other similar official for it or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents that would adversely affect the rights, privileges or preferences of any Holder of the Loans or the Liquidity Facility Provider, as determined by the Board; and (iii) shall not, without an affirmative unanimous Board Resolution, take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a unanimous resolution of the shareholders of the Borrower, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Subsidiaries. The Borrower shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower shall be subject to the prior written consent of the Facility Agent (except that if such consent is not provided or expressly denied by the Facility Agent within 15 days after request therefor, then such consent shall be deemed to have been given).

Bankruptcy and Insolvency; Corporate Governance. The Borrower (i) shall promptly provide the Facility Agent and the Liquidity Facility Provider with written notice of the institution of any proceeding by or against the Borrower or any ACS Ireland Bermuda Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, Irish law examiner, trustee or other similar official for it or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents that would adversely affect the rights, privileges or preferences of any Holder of the Loans or the Liquidity Facility Provider, as determined by the Board; and (iii) shall not, without an affirmative unanimous Board Resolution, take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a unanimous resolution of the shareholders of the Borrower, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Bermuda Subsidiaries. The Borrower shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower shall be subject to the prior written consent of the Facility Agent (except that if such consent is not provided or expressly denied by the Facility Agent within 15 days after request therefor, then such consent shall be deemed to have been given).

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Trustee, the Policy Provider, the Initial Credit Facility Agent Provider and the Liquidity Facility Provider Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any ACS Ireland Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, Irish law examiner, trustee or other similar official for it or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents that would adversely affect the rights, privileges or preferences of any Holder of the Loans Securities, the Policy Provider or the Liquidity Initial Credit Facility Provider, as determined by the Board; and (iii) shall not, without an affirmative unanimous Board Resolution, take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a unanimous resolution of the shareholders of the BorrowerIssuer, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Subsidiaries. The Borrower Issuer shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower Issuer shall be subject to the prior written consent of the Facility Agent Policy Provider (except that if such consent is not provided or expressly denied by obtained in a timely manner, the Facility Agent within 15 days after request thereforIssuer shall nevertheless appoint such Independent Director if so required by, then such consent shall be deemed to have been givenand in accordance with, the terms of the Issuer's constitutional documents).

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Trustee, the Policy Provider, the Initial Credit Facility Agent Provider and the Liquidity Facility Provider Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any ACS Ireland Bermuda Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, Irish law examiner, trustee or other similar official for it or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents that would adversely affect the rights, privileges or preferences of any Holder of the Loans Securities, the Policy Provider or the Liquidity Initial Credit Facility Provider, as determined by the Board; and (iii) shall not, without an affirmative unanimous Board Resolution, take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a unanimous resolution of the shareholders of the BorrowerIssuer, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Bermuda Subsidiaries. The Borrower Issuer shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower Issuer shall be subject to the prior written consent of the Facility Agent Policy Provider (except that if such consent is not provided or expressly denied by obtained in a timely manner, the Facility Agent within 15 days after request thereforIssuer shall nevertheless appoint such Independent Director if so required by, then such consent shall be deemed to have been givenand in accordance with, the terms of the Issuer’s constitutional documents).

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Facility Agent and Trustee, the Policy Provider, the Initial Liquidity Facility Provider and the Rating Agencies with written notice Written Notice of the institution of any proceeding by or against the Borrower Issuer or any ACS Ireland Issuer Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization reorganization, Irish law examinership or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, Irish law examiner, trustee examiner or other similar official for it either all or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents (including trust documents), or those of any Issuer Subsidiary in a manner that would adversely affect the rights, privileges or preferences of any Holder of the Loans Notes or the Liquidity Facility Policy Provider, as determined by the Board; , and (iii) shall not, without an affirmative unanimous written resolution of the Board Resolutionand the consent of the Policy Provider (if materially affected thereby), take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a or those of any Issuer Subsidiary and shall not permit any Issuer Subsidiary to take any such action without an affirmative unanimous written resolution of the shareholders board of the Borrower, or limits the actions directors of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Subsidiariessuch Issuer Subsidiary. The Borrower Issuer shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower shall be subject to the prior written consent of the Facility Agent (except that if such consent is not provided or expressly denied by the Facility Agent within 15 days after request therefor, then such consent shall be deemed to have been given)Directors.

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Trustee, the Policy Provider, the Initial Credit Facility Agent Provider and the Liquidity Facility Provider Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any ACS Ireland Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, Irish law examiner, trustee or other similar official for it or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents that would adversely affect the rights, privileges or preferences of any Holder of the Loans Securities, the Policy Provider or the Liquidity Initial Credit Facility Provider, as determined by the Board; and (iii) shall not, without an affirmative unanimous Board Resolution, take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a unanimous resolution of the shareholders of the BorrowerIssuer, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Subsidiaries. The Borrower Issuer shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower Issuer shall be subject to the prior written consent of the Facility Agent Policy Provider (except that if such consent is not provided or expressly denied by obtained in a timely manner, the Facility Agent within 15 days after request thereforIssuer shall nevertheless appoint such Independent Director if so required by, then such consent shall be deemed to have been givenand in accordance with, the terms of the Issuer’s constitutional documents).

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Trustee, the Policy Provider, the Initial Credit Facility Agent Provider and the Liquidity Facility Provider Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any ACS Ireland Bermuda Subsidiary, as the case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking liquidation, Irish law examinership, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, Irish law examiner, trustee or other similar official for it or for any substantial part of its property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents that would adversely affect the rights, privileges or preferences of any Holder of the Loans Securities, the Policy Provider or the Liquidity Initial Credit Facility Provider, as determined by the Board; and (iii) shall not, without an affirmative unanimous Board Resolution, take any action to waive, repeal, amend, vary, supplement or otherwise modify (A) the provisions of its constitutional documents which require a unanimous resolution of the shareholders of the BorrowerIssuer, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings or (B) any similar provisions of the constitutional documents of the ACS Ireland Bermuda Subsidiaries. The Borrower Issuer shall have at least two Independent Directors and any Independent Director appointed to replace an Independent Director with respect to the Borrower Issuer shall be subject to the prior written consent of the Facility Agent Policy Provider (except that if such consent is not provided or expressly denied by obtained in a timely manner, the Facility Agent within 15 days after request thereforIssuer shall nevertheless appoint such Independent Director if so required by, then such consent shall be deemed to have been givenand in accordance with, the terms of the Issuer's constitutional documents).