Effect of Insolvency Event. (a) If any of the Grantor, GFN Holdings or GFN Finance is wound up or bankrupted, the Grantor irrevocably authorises the Secured Party to:
(i) prove for all amounts that the Grantor has paid under this document; and
(ii) retain and carry into a suspense account and appropriate at the Secured Party's discretion any dividends and other amounts received in relation to the Secured Money, until the Secured Money has been irrevocably paid, repaid and satisfied in full and the Secured Obligations have been irrevocably performed and satisfied in full. The Secured Party is not obliged to do this.
(b) If an Insolvency Event has occurred in relation to any of the Grantor, GFN Holdings or GFN Finance, any amount paid by GFN the Grantor, GFN Holdings or GFN Finance (as the case may be) (relevant payment) will only be applied against any Secured Money if:
(i) the Secured Party forms the opinion in good faith (which will be conclusively binding on the Grantor) that it will not be required to pay the relevant payment to any person under any law relating to bankruptcy, winding up or the protection of creditors; or
(ii) a final judgment is given by a court of competent jurisdiction in favour of the Secured Party that it is not required to pay the relevant payment to any person under any law relating to bankruptcy, winding up or the protection of creditors.
(c) If an amount is applied against any Secured Money and the Secured Party pays or determines that it is obliged to pay the relevant amount to any person under any law relating to bankruptcy, winding up or the protection of creditors:
(i) the Secured Party's rights are to be reinstated and will be the same in relation to that amount as if the application, or the payment or transaction giving rise to it, had not been made; and
(ii) the Grantor must immediately do anything (including the signing of documents) required by the Secured Party to restore to the Secured Party any Guarantee or Security to which it was entitled immediately before that application or the payment or transaction giving rise to it.
(d) Any discharge or release between the Secured Party and the Grantor is subject to reinstatement of the Secured Party's rights under this subclause.
Effect of Insolvency Event. (a) Without limitation to Clause 12.21 (Turnover of Receipts), after the occurrence of an Insolvency Event in relation to the Parent, each of the Unsecured Convertible Notes Creditors shall, to the extent it is entitled to do so, direct the person responsible for the distribution of the assets of the Parent to make that distribution to the Common Security Agent (or to such other person as the Common Security Agent shall direct) until the Liabilities owing to the Secured Parties have been paid in full.
(b) The Common Security Agent shall apply distributions made to it under paragraph (a) above in accordance with Clause 23 (Application of Proceeds).
(c) To the extent that any of the Unsecured Convertible Notes Liabilities are discharged by way of set-off (mandatory or otherwise) after the occurrence of an Insolvency Event in relation to the Parent, any Unsecured Convertible Notes Creditor which benefited from that set-off shall pay an amount equal to the amount of the Unsecured Convertible AMERICAS 120207225 Notes Liabilities owed to it which are discharged by that set-off to the Common Security Agent for application in accordance with Clause 23 (Application of Proceeds).
(d) Each Unsecured Convertible Notes Creditor will:
(i) do all things that the Common Security Agent requests in order to give effect to this Clause 12.20; and
(ii) if the Common Security Agent is not entitled to take any of the actions contemplated by this Clause 12.20 or if the Common Security Agent requests that an Unsecured Convertible Notes Creditor take that action, undertake that action itself in accordance with the instructions of the Common Security Agent or grant a power of attorney to the Common Security Agent (on such terms as the Common Security Agent may reasonably require) to enable the Common Security Agent to take such action.
Effect of Insolvency Event. 10.1 RCF Cash Cover
Effect of Insolvency Event. Upon the occurrence of any Insolvency Event on or before the Discharge Date:
Effect of Insolvency Event. (a) If a Insolvency Event has occurred in relation to a Relevant Person, any amount paid by that Relevant Person (as the case may be) (the "relevant payment") will only be applied against any Secured Money if:
(1) the Secured Party forms the opinion in good faith (which will be conclusively binding on the Grantor) that it will not be required to pay the relevant payment to any person under any law relating to bankruptcy, winding up or the protection of creditors; or
(2) a final judgment is given by a court of competent jurisdiction in favour of the Secured Party that it is not required to pay the relevant payment to any person under any law relating to bankruptcy, winding up or the protection of creditors.
(b) If an amount is applied against any Secured Money and the Secured Party forms the opinion in good faith that it is obliged to pay the relevant payment to any person under any law relating to bankruptcy, winding up or the protection of creditors:
(1) the Secured Party's rights are to be reinstated and will be the same in relation to that amount as if the application, or the payment or transaction giving rise to it, had not been made; and
(2) the Grantor must immediately do anything (including the signing of documents) required by the Secured Party to restore to the Secured Party any Guarantee or Security Interest to which it was entitled immediately before that application or the payment or transaction giving rise to it.
(c) Any discharge or release between the Secured Party and the Grantor is subject to reinstatement of the Secured Party's rights under this subclause.
Effect of Insolvency Event. 8.1 Acceleration and claim
(a) accelerate any of its Liabilities or declare them prematurely due and payable or payable on demand or (in the case of a Hedging Bank) prematurely close out or terminate any Hedging Liabilities;
(b) make a demand under any guarantee, indemnity or other assurance against loss in respect of any Liabilities of that Obligor;
(c) exercise any right of set off or take or receive any payment in respect of any Liabilities; or
(d) claim and prove in the liquidation of that Obligor for the Liabilities owing to it.
Effect of Insolvency Event. 8.1 Acceleration and claim After the occurrence of an Insolvency Event in relation to any Obligor, each Lender shall be entitled (if it has not already done so) to exercise any right it may have in respect of that Obligor to:
(a) accelerate any of its Liabilities or declare them prematurely due and payable or payable on demand or prematurely close out or terminate any Hedging Liabilities;
(b) make a demand under any guarantee, indemnity or other assurance against loss in respect of any Liabilities of that Obligor;
(c) exercise any right of set off or take or receive any payment in respect of any Liabilities; or
(d) claim and prove in the liquidation of that Obligor for the Liabilities owing to it.
Effect of Insolvency Event. 9.1 Revolving Cash Cover This Clause 9 is subject to Clause 14.4 (Treatment of Revolving Cash Cover) and, in the case of a Notes Trustee only, to Clause 26.1 (Liability).
Effect of Insolvency Event. 37.1 Acceleration and claim
37.1.1 accelerate any of its Liabilities or declare them prematurely due and payable or payable on demand or prematurely close out or terminate any Hedge Liabilities;
37.1.2 make a demand under any guarantee, indemnity or other assurance against loss in respect of any Liabilities of that Obligor;
37.1.3 exercise any right of set off or take or receive any payment in respect of any Liabilities; or
37.1.4 claim and prove in the liquidation of that Obligor for the Liabilities owing to it.
Effect of Insolvency Event. Subordination
(a) If an Insolvency Event occurs:
(i) the allocation of proceeds between the Super Senior Debt and Senior Debt shall be as set out in Clause 12 (Application of Recoveries); and
(ii) the Shareholder Debt, the Subordinated Debt and the Intragroup Debt will be subordinated in right of payment to the Super Senior Debt and the Senior Debt.
(b) The subordination provisions, to the extent permitted under the applicable law, in this Agreement shall remain in full force and effect by way of continuing subordination and shall not be affected in any way by any intermediate payment or discharge in whole or in part of any Debt.
(a) After the occurrence of an Insolvency Event and until the Final Discharge Date, the Security Agent may:
(i) accelerate, claim, enforce and prove for any Shareholder Debt, Subordinated Debt and Intragroup Debt owed by such Group Company or Intragroup Debtor or make a demand under any guarantee or indemnity against loss in respect of such Shareholder Debt, Subordinated Debt or Intragroup Debt;
(ii) file claims and proofs, give receipts and take any proceedings or other action as the Security Agent considers necessary to recover that Shareholder Debt, Subordinated Debt or Intragroup Debt; and
(iii) receive all distributions on that Shareholder Debt, Subordinated Debt or Intragroup Debt for application in accordance with Clause 12.1 (Order of Application).
(b) If and to the extent that the Security Agent is not entitled, or elects not, to take any of the action mentioned in paragraph (a) above, each Shareholder Creditor, Subordinated Debt Creditor or Intragroup Creditor will do so promptly on request by the Security Agent.
(c) Each Shareholder Creditor, Subordinated Debt Creditor and Intragroup Creditor irrevocably authorises the Security Agent to, on behalf of each Shareholder Creditor, Subordinated Debt Creditor and Intragroup Creditor, take any action referred to in paragraph (a) above in respect of any Shareholder Debt, Subordinated Debt or Intragroup Debt owed by a Group Company or Intragroup Debtor referred to in such paragraph and each Shareholder Creditor, Subordinated Debt Creditor and Intragroup Creditor will provide all forms of proxy or other documents that the Security Agent may reasonably require for such purpose.
