OF MATERIAL
COMPANY SHALL BE ADJUSTED TO READ 7.5%.
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(D)
IN RESPECT OF ANY OBLIGOR, A PROCEEDING
OR CASE SHALL BE COMMENCED, WITHOUT THE APPLICATION OR CONSENT OF SUCH OBLIGOR,
IN ANY US COURT OF COMPETENT JURISDICTION, SEEKING:
(I)
ITS REORGANISATION, LIQUIDATION, DISSOLUTION,
ARRANGEMENT OR WINDING-UP OR THE COMPOSITION OR READJUSTMENT OF ITS DEBTS;
(II)
THE APPOINTMENT OF A RECEIVER, CUSTODIAN, TRUSTEE,
EXAMINER, LIQUIDATOR OR THE LIKE OF THE OBLIGOR OR OF ALL OR ANY SUBSTANTIAL
PART OF ITS PROPERTY; OR
(III)
SIMILAR RELIEF IN RESPECT OF ANY OBLIGOR UNDER ANY LAW
RELATING TO THE BANKRUPTCY INSOLVENCY, REORGANISATION, WINDING-UP OR COMPOSITION
OR ADJUSTMENT OF DEBTS,
and any such proceeding or case referred to in sub-paragraphs (i)-(iii) above
shall not be contested in good faith within 20 Business Days of commencement or
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days, or an order for relief against such
Obligor shall be entered in an involuntary case under Title 11 of the United
States of America Code entitled Bankruptcy (or any successor thereto) as
amended.
26.8
Creditors' process
(A)
ANY ENFORCEMENT OF SECURITY OR ANY
EXPROPRIATION, ATTACHMENT, SEQUESTRATION, DISTRESS OR EXECUTION OR ANY ANALOGOUS
PROCESS IN ANY JURISDICTION AFFECTS ANY ASSET OR ASSETS OF A MATERIAL COMPANY
WITH AN AGGREGATE VALUE IN EXCESS OF EUR 25,000,000 AND IS NOT DISCHARGED WITHIN
20 BUSINESS DAYS, PROVIDED SUCH PROCEEDINGS ARE CONTESTED IN GOOD FAITH.
(B)
FOR THE PURPOSE OF THIS CLAUSE 26.8
"MATERIAL COMPANY" SHALL BE DEEMED NOT TO INCLUDE ANY PERSON REFERRED TO IN
PARAGRAPH (A) OF THE DEFINITION OF "MATERIAL COMPANY" (OTHER THAN ANY BORROWER)
AND THE FIGURE 5% IN PARAGRAPHS (B)(I) AND (B)(II) OF THE DEFINITION OF MATERIAL
COMPANY SHALL BE ADJUSTED TO READ 7.5%
26.9
Unlawfulness and invalidity
(A)
IT IS OR BECOMES UNLAWFUL FOR AN
OBLIGOR OR ANY OTHER PARTY TO A FINANCE DOCUMENT (OTHER THAN A FINANCE PARTY) TO
PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THE FINANCE DOCUMENTS.
(B)
ANY OBLIGATION OR OBLIGATIONS OF ANY
OBLIGOR OR ANY OTHER PARTY TO A FINANCE DOCUMENT (OTHER THAN A FINANCE PARTY)
UNDER ANY FINANCE DOCUMENTS ARE NOT OR CEASE TO BE LEGAL, VALID, BINDING OR
ENFORCEABLE AND THE CESSATION INDIVIDUALLY OR CUMULATIVELY MATERIALLY AND
ADVERSELY EFFECTS THE INTERESTS OF THE LENDERS UNDER THE FINANCE DOCUMENTS.
(C)
ANY FINANCE DOCUMENT CEASES TO BE IN
FULL FORCE AND EFFECT.
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26.10
Subordination Agreement
(A)
ANY PARTY TO THE SUBORDINATION
AGREEMENT (OTHER THAN A FINANCE PARTY OR A MEMBER OF THE GROUP) FAILS TO COMPLY
WITH ANY MATERIAL PROVISION OF, OR DOES NOT PERFORM ANY MATERIAL OBLIGATION
UNDER, THE SUBORDINATION AGREEMENT; OR
(B)
A REPRESENTATION OR WARRANTY GIVEN BY
THAT PARTY IN THE SUBORDINATION AGREEMENT IS INCORRECT IN ANY MATERIAL RESPECT,
and, if the non compliance or circumstances giving rise to the misrepresentation
are capable of remedy, it is not remedied within 20 Business Days