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 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 Issuer shall promptly provide the Trustee with written notice of the institution of any proceeding by or against the Issuer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of its 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, trustee or other similar official for it or for any substantial part of its property. The Issuer shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its organizational documents in a manner that would adversely affect the rights, privileges or preferences of any Holder of the Notes, as determined by the Trustee. The Issuer shall not, without an affirmative written Board Resolution of all of the Managers of the Issuer, including the Independent Manager, take any action to waive, repeal, amend, vary, supplement or otherwise modify any provision of the LLC Operating Agreement that requires unanimous written consent of the Board.
Bankruptcy and Insolvency; Corporate Governance. The Issuer (i) shall promptly provide the Trustee and the Rating Agencies with notice of the institution of any proceeding by or against the Issuer or any Issuer Subsidiary, as the case may be, seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, 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, trustee or other similar official for either or for any substantial part of their property and (ii) shall not, without an affirmative unanimous written resolution of the Board of the Issuer, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provisions of its charter documents.
Bankruptcy and Insolvency; Corporate Governance. The Issuer (i) shall promptly provide the Trustee and the Rating Agencies with written notice of the institution of any proceeding by or against the Issuer or any Issuer Subsidiary, as the case may be, seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, 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, trustee or other similar official for either or for any substantial part of their property; (ii) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify its charter documents that would adversely affect the rights, privileges or preferences of any holder of the MSAF Notes, as determined by the Controlling Trustees; and (iii) shall not, without an affirmative unanimous written resolution of the Independent Trustees and the Controlling Trustees, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provisions of the Trust Agreement which requires a unanimous resolution of the Independent Trustees and the Controlling Trustees, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings.
