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

Bankruptcy and Insolvency; Corporate Governance. The Borrower (i) shall promptly provide the Security Trustee and the Administrative Agent with written notice of the institution of any proceeding by or against the Borrower or any Borrower 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, 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 or other similar official for 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, or those of any Borrower Subsidiary in a manner that would adversely affect the rights, privileges or preferences of any Lender, as determined by the Borrower’s Board of Directors, and (iii) shall not, without an affirmative unanimous written resolution of the Board of Directors, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provisions of its constitutional documents which require unanimous resolution of the shareholders of the Borrower or those of any Borrower Subsidiary and shall not permit any Borrower Subsidiary to take any such action without an affirmative unanimous written resolution of the Board of Directors of such Borrower Subsidiary.

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Security Trustee Trustee, the Policy Provider, the Initial Primary Liquidity Facility Provider and the Administrative Agent Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any Borrower 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, Irish law examinership reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, Irish law examiner trustee or other similar official for 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 documentscharter document, or those of any Borrower Issuer Subsidiary in a manner that would adversely affect the rights, privileges or preferences of any Lender, as determined by Holder of the Borrower’s Board of Directors, Notes; and (iii) shall not, without an affirmative unanimous written resolution of the Board of DirectorsBoard, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provisions of its constitutional charter documents which require unanimous resolution of the shareholders of the Borrower or those of any Borrower Issuer Subsidiary and shall not permit any Borrower Issuer Subsidiary to take any such action without an affirmative unanimous written resolution of the Board board of Directors directors of such Borrower Issuer Subsidiary.

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Security Trustee Trustee, the Policy Provider, the Initial Liquidity Facility Provider and the Administrative Agent Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any Borrower 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, 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 or other similar official for 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, or those of any Borrower Issuer Subsidiary in a manner that would adversely affect the rights, privileges or preferences of any LenderHolder of the Notes or the Policy Provider, as determined by the Borrower’s Board of DirectorsBoard, and (iii) shall not, without an affirmative unanimous written resolution of the Board of DirectorsBoard, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provisions of its constitutional documents which require unanimous resolution of the shareholders of the Borrower or those of any Borrower Issuer Subsidiary and shall not permit any Borrower Issuer Subsidiary to take any such action without an affirmative unanimous written resolution of the Board board of Directors directors of such Borrower Issuer Subsidiary. The Issuer shall have at least two Independent Directors.

Bankruptcy and Insolvency; Corporate Governance. The Borrower Issuer (i) shall promptly provide the Security Trustee Trustee, the Liquidity Facility Provider and the Administrative Agent Rating Agencies with written notice of the institution of any proceeding by or against the Borrower Issuer or any Borrower 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, Irish law examinership reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, Irish law examiner or other similar official for 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 documentscharter document, or those of any Borrower Issuer Subsidiary in a manner that would adversely affect the rights, privileges or preferences of any Lender, as determined by Holder of the Borrower’s Board of Directors, Notes; and (iii) shall not, without an affirmative unanimous written resolution of the Board of DirectorsBoard, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provisions of its constitutional charter documents which require unanimous resolution of the shareholders of the Borrower or those of any Borrower Issuer Subsidiary and shall not permit any Borrower Issuer Subsidiary to take any such action without an affirmative unanimous written resolution of the Board board of Directors directors of such Borrower Issuer Subsidiary.