OR
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(II)
AS CONTEMPLATED BY ANY APPLICABLE GROUP INTERCREDITOR AGREEMENT
OR THE HYD INTERCREDITOR DEED; OR
(D)
DISPOSE OF ANY OR ALL OF ITS RIGHTS, TITLE AND INTEREST IN THE
NOTES OTHER THAN PURSUANT TO OR AS CONTEMPLATED BY THE SECURITY DOCUMENTS OR AS
CONTEMPLATED BY ANY APPLICABLE GROUP INTERCREDITOR AGREEMENT OR THE HYD
INTERCREDITOR DEED.
25.20
SOLVENT LIQUIDATION
No Obligor (for these purposes, a "Predecessor Obligor") shall, without the
prior written consent of an Instructing Group, liquidate on a solvent basis (a
"Solvent Liquidation") unless:
(A)
ON OR PRIOR TO THE SOLVENT LIQUIDATION, AN ENTITY (THE "SUCCESSOR
ENTITY") ACQUIRES SUBSTANTIALLY ALL OF THE ASSETS AND ASSUMES SUBSTANTIALLY ALL
OF THE LIABILITIES OF THE PREDECESSOR OBLIGOR (A "LIQUIDATION TRANSFER"),
EXCLUDING ANY RIGHTS UNDER CONTRACTS THAT CANNOT BE ASSIGNED OR LIABILITIES THAT
WILL BE SATISFIED OR RELEASED UPON THE SOLVENT LIQUIDATION, ON AN ARMS' LENGTH
BASIS AND FOR FULL CONSIDERATION;
(B)
THE SUCCESSOR ENTITY IS ORGANISED IN THE SAME JURISDICTION AS THAT
IN WHICH THE PREDECESSOR OBLIGOR IS ORGANISED AND IS EITHER:
(I)
AN EXISTING OBLIGOR; OR
(II)
A SUBSIDIARY OF THE COMPANY THAT IS ENTITLED TO BECOME (AND
SUBSEQUENTLY DOES BECOME) AN OBLIGOR IN ACCORDANCE WITH THE PROVISIONS OF
CLAUSE 26.1 (ACCEDING BORROWERS) OR CLAUSE 26.2 (ACCEDING GUARANTORS); AND
(C)
THE SUCCESSOR ENTITY DOES NOT INCUR ANY ADDITIONAL MATERIAL
LIABILITIES IN CONNECTION WITH THE SOLVENT LIQUIDATION OTHER THAN THOSE WHICH
ARE TO BE TRANSFERRED TO IT BY THE PREDECESSOR OBLIGOR BUT WHICH DID NOT ARISE
DIRECTLY AS A RESULT OF THE SOLVENT LIQUIDATION;
(D)
TO THE EXTENT PREVIOUSLY PROVIDED IN RESPECT OF THE SHARES OF THE
PREDECESSOR OBLIGOR, THE FINANCE PARTIES ARE GRANTED A FIRST RANKING SECURITY
INTEREST OVER THE SHARES OF THE SUCCESSOR ENTITY;
(E)
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD ARISE
FROM THE LIQUIDATION TRANSFER OR THE SOLVENT LIQUIDATION;
(F)
IMMEDIATELY AFTER THE SOLVENT LIQUIDATION, THE FOLLOWING
DOCUMENTS ARE DELIVERED TO THE FACILITY AGENT EACH IN A FORM PREVIOUSLY APPROVED
BY THE FACILITY AGENT (ACTING ON THE INSTRUCTIONS OF AN INSTRUCTING GROUP):
(I)
COPIES OF SOLVENCY DECLARATIONS OF THE DIRECTORS OF THE SUCCESSOR
ENTITY CONFIRMING TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THAT THE SUCCESSOR
ENTITY WAS BALANCE SHEET SOLVENT IMMEDIATELY PRIOR TO AND AFTER THE SOLVENT
LIQUIDATION, ACCOMPANIED BY ANY REPORT BY THE AUDITORS OR OTHER ADVISERS OF THE
RELEVANT SUCCESSOR ENTITY ON WHICH SUCH DIRECTORS HAVE RELIED FOR THE PURPOSES
OF GIVING SUCH DECLARATION;
(II)
COPIES OF THE RESOLUTIONS OF THE PREDECESSOR OBLIGOR AND THE
SUCCESSOR ENTITY (TO THE EXTENT REQUIRED BY LAW) APPROVING THE LIQUIDATION
TRANSFER AND/OR THE SOLVENT LIQUIDATION (AS APPLICABLE);
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(III)
COPIES OF THE STATUTORY DECLARATIONS OF THE DIRECTORS OF THE
PREDECESSOR OBLIGOR (TO THE EXTENT REQUIRED BY LAW) GIVEN IN CONNECTION WITH
SOLVENT LIQUIDATION;
(IV)
A COPY OF THE EXECUTED TRANSFER AGREEMENT RELATING TO THE
LIQUIDATION TRANSFER; AND
(V)
THE LEGAL OPINION FROM THE SUCCESSOR ENTITY'S COUNSEL CONFIRMING
(I) THE DUE CAPACITY AND INCORPORATION OF EACH OF THE SUCCESSOR ENTITY AND THE