Common use of Solvency Condition Clause in Contracts

Solvency Condition. 6.2.1 Except where either Condition 3(b) or 4(b) of the Undated ECNs applies, payments in respect of or arising under (including any damages awarded for breach of any obligations under) the Undated ECNs and the Coupons (other than the payment of the Conversion Settlement Sum pursuant to Condition 9 of the Undated ECNs) are, in addition to the right of the Guarantor to procure the Issuer to defer payments of interest in accordance with Condition 7(a) of the Undated ECNs, conditional upon each Guarantor being solvent at the time when the relevant payment is due to be made pursuant to the Undated ECN Conditions and no principal, premium, interest or any other amount payable in respect of the ECNs shall be due and payable in respect of or arising from the Undated ECNs, the relative Coupons and this Trust Deed in respect thereof except to the extent that, on the assumption that such payment is to be made by such Guarantor, that it could make such payment and would still be solvent immediately thereafter 6.2.2 Each Guarantor may at any time and shall whenever requested by the Trustee procure that two Authorised Signatories of such Guarantor or (if such Guarantor is in winding-up or administration), the liquidator or, as the case may be, the administrator of such Guarantor shall give a certificate in writing as to whether or not it is or would in any specified circumstances be solvent (as such term is defined in Condition 5(a)(ii) of the Undated ECNs) for the purposes of Clauses 6.2.1 and in the absence of manifest error any such report shall be treated and accepted by the relevant Issuer, each Guarantor, the Trustee, the holders of the Undated ECNs and the related Coupons and all other interested parties as correct and sufficient evidence of such fact. In the absence of any such certificate to the contrary, it shall for the purposes of this Trust Deed be assumed (unless the contrary is proved prior to the date of payment or, for the purposes of Clause 7.1.2, within 30 days after receipt by the Trustee of any moneys in respect of the Undated ECNs and the related Coupons) that each Guarantor is and will after any payment under this Trust Deed be solvent for such purposes. In the event of the delivery of a certificate of two Authorised Signatories that such Guarantor is not solvent, such Guarantor shall procure that the Auditors shall, within 30 days of the date of such report of two Authorised Signatories, provide a report of the Auditors as to whether or not such Guarantor is solvent for the purposes of Clauses 6.2.1 and such report of the Auditors shall, if it is to the effect that such Guarantor is solvent, supersede the report of two Authorised Signatories for all purposes of this Trust Deed. 6.2.3 The provisions of this Clause 6.2 apply only to the principal, premium and interest and any other amounts payable in respect of the Undated ECNs and Coupons and nothing in this Clause 6.2 shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect thereof.

Solvency Condition. 6.2.1 Except Other than in circumstances where either a Guarantor Winding-Up has occurred or is occurring (but subject to Condition 3(b) or 4(b) of the Undated ECNs applies3(b)(iv)), all payments in respect of under or arising under from (including any damages awarded for breach of any obligations under) the Undated ECNs and Notes or the Coupons (other than the payment of the Conversion Settlement Sum pursuant to Condition 9 of the Undated ECNs) are, in addition to the right of the Guarantor to procure the Issuer to defer payments of interest in accordance with Condition 7(a) of the Undated ECNs, Trust Deed shall be conditional upon each the Guarantor being solvent at the time when for payment by the relevant payment is due to be made pursuant to Issuer or, as appropriate, the Undated ECN Conditions Guarantor, and no principal, premium, interest or any other amount payable in respect of the ECNs shall be due and payable in respect of under or arising from the Undated ECNsNotes or the Trust Deed (including, without limitation, the relative Coupons Guarantee) unless and this Trust Deed in respect thereof except to until such time as the extent thatIssuer or, on as appropriate, the assumption that such payment is to be made by such Guarantor, that it Guarantor could make such payment and the Guarantor would still be solvent immediately thereafter 6.2.2 Each thereafter (the “Solvency Condition”). For the purposes of this Condition 3(c), the Guarantor may at any time will be solvent if (i) it is able to pay its debts owed to Senior Creditors and shall whenever requested Parity Creditors as they fall due and (ii) its Assets exceed its Liabilities. A certificate as to the solvency or lack thereof of the Guarantor signed by two Directors of the Trustee procure that two Authorised Signatories of such Guarantor or (or, if such Guarantor there is in a winding-up or administration)administration of the Guarantor, the liquidator or, as the case may be, the administrator of such the Guarantor shall give a certificate in writing as to whether or not it is or would in any specified circumstances be solvent (as such term is defined in Condition 5(a)(ii) of the Undated ECNs) for the purposes of Clauses 6.2.1 and in the absence of manifest error any such report shall error) be treated and accepted by the relevant Issuer, each the Guarantor, the Trustee, the holders of the Undated ECNs and the related Coupons Noteholders and all other interested parties as correct and sufficient evidence of thereof and shall be binding on all such factpersons. In the absence of any The Trustee shall be entitled to rely absolutely on such certificate without liability to any person and without any obligation to verify or investigate the contrary, it shall for the purposes of this Trust Deed be assumed (unless the contrary is proved prior to the date of payment or, for the purposes of Clause 7.1.2, within 30 days after receipt by the Trustee of any moneys in respect of the Undated ECNs and the related Coupons) that each Guarantor is and will after any payment under this Trust Deed be solvent for such purposes. In the event of the delivery of a certificate of two Authorised Signatories that such Guarantor is not solvent, such Guarantor shall procure that the Auditors shall, within 30 days of the date of such report of two Authorised Signatories, provide a report of the Auditors as to whether or not such Guarantor is solvent for the purposes of Clauses 6.2.1 and such report of the Auditors shall, if it is to the effect that such Guarantor is solvent, supersede the report of two Authorised Signatories for all purposes of this Trust Deed. 6.2.3 The provisions of this Clause 6.2 apply only to the principal, premium and interest and any other amounts payable in respect of the Undated ECNs and Coupons and nothing in this Clause 6.2 shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect accuracy thereof.

Solvency Condition. 6.2.1 Except Other than (A) in circumstances where either Condition 3(ba Guarantor Winding-Up has occurred or is occurring or (B) or 4(b) of the Undated ECNs applies, payments in respect of a claim against the Issuer pursuant to Condition 3(b)(iii) (but subject, in each case, to Condition 3(b)(v)): (i) all payments by the Issuer under or arising under from (including any damages awarded for breach of any obligations under) the Undated ECNs Notes or the Trust Deed shall be conditional upon the Issuer being solvent at the time for payment by the Issuer, and no amount shall be due or payable by the Coupons Issuer under or arising from the Notes or the Trust Deed unless and until such time as the Issuer could make such payment and still be solvent immediately thereafter; and (other than the payment of the Conversion Settlement Sum pursuant to Condition 9 of the Undated ECNsii) are, in addition to the right of all payments by the Guarantor to procure under or arising from (including any damages awarded for breach of any obligations under) the Issuer to defer payments of interest in accordance with Condition 7(a) of Notes or the Undated ECNs, Trust Deed shall be conditional upon each the Guarantor being solvent at the time when for payment by the relevant payment is due to be made pursuant to the Undated ECN Conditions Guarantor and no principal, premium, interest or any other amount payable in respect of the ECNs shall be due and or payable in respect of by the Guarantor under or arising from the Undated ECNsNotes or the Trust Deed (including, without limitation, the relative Coupons Guarantee) unless and this Trust Deed in respect thereof except to until such time as the extent that, on the assumption that such payment is to be made by such Guarantor, that it Guarantor could make such payment and would still be solvent immediately thereafter 6.2.2 Each Guarantor may at any time and shall whenever requested by the Trustee procure that two Authorised Signatories of such Guarantor or (if such Guarantor is in winding-up or administration), the liquidator or, as the case may be, the administrator of such Guarantor shall give a certificate in writing as to whether or not it is or would in any specified circumstances be solvent (as such term is defined in Condition 5(a)(ii) of the Undated ECNs) for the purposes of Clauses 6.2.1 and in the absence of manifest error any such report shall be treated and accepted by the relevant Issuer, each Guarantor, the Trustee, the holders of the Undated ECNs and the related Coupons and all other interested parties as correct and sufficient evidence of such fact“Solvency Condition”. In the absence of any such certificate to the contrary, it shall for For the purposes of this Trust Deed Condition 3(c), the Issuer will be assumed (unless the contrary is proved prior to the date of payment or, for the purposes of Clause 7.1.2, within 30 days after receipt by the Trustee of any moneys in respect of the Undated ECNs and the related Coupons) that each Guarantor is and will after any payment under this Trust Deed be solvent for such purposes. In the event of the delivery of a certificate of two Authorised Signatories that such Guarantor is not “solvent, such Guarantor shall procure that the Auditors shall, within 30 days of the date of such report of two Authorised Signatories, provide a report of the Auditors as to whether or not such Guarantor is solvent for the purposes of Clauses 6.2.1 and such report of the Auditors shall, ” if it is able to pay its debts owed to Issuer Senior Creditors as they fall due and (ii) its Assets exceed its Liabilities, and the effect that such Guarantor will be “solvent” if (i) it is solvent, supersede the report of two Authorised Signatories for all purposes of this Trust Deed. 6.2.3 The provisions of this Clause 6.2 apply only able to the principal, premium pay its debts owed to Senior Creditors and interest Parity Creditors as they fall due and any other amounts payable in respect of the Undated ECNs and Coupons and nothing in this Clause 6.2 shall affect or prejudice the (ii) its Assets exceed its Liabilities. Any payment of interest that would have been due and payable but for the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect thereofSolvency Condition not being satisfied shall be cancelled.

Solvency Condition. 6.2.1 Except 7.1.1 Other than (A) in circumstances where either Condition 3(ba Guarantor Winding-Up has occurred or is occurring, or (B) or 4(b) of the Undated ECNs applies, payments in respect of a claim against the Issuer as provided in Condition 3(b)(iii) (but subject, in each case, to Condition 3(b)(v)): (i) all payments by the Issuer under or arising under from (including any damages awarded for breach of any obligations under) the Undated ECNs Notes or this Trust Deed shall be conditional upon the Issuer being solvent at the time for payment by the Issuer, and no amount shall be due or payable by the Coupons Issuer under or arising from the Notes or this Trust Deed unless and until such time as the Issuer could make such payment and still be solvent immediately thereafter; and (other than the payment of the Conversion Settlement Sum pursuant to Condition 9 of the Undated ECNsii) are, in addition to the right of all payments by the Guarantor to procure under or arising from (including any damages awarded for breach of any obligations under) the Issuer to defer payments of interest in accordance with Condition 7(a) of the Undated ECNs, Notes or this Trust Deed shall be conditional upon each the Guarantor being solvent at the time when for payment by the relevant payment is due to be made pursuant to the Undated ECN Conditions Guarantor and no principal, premium, interest or any other amount payable in respect of the ECNs shall be due and or payable in respect of by the Guarantor under or arising from the Undated ECNsNotes or the Trust Deed (including, without limitation, the relative Coupons Guarantee) unless and this Trust Deed in respect thereof except to until such time as the extent that, on the assumption that such payment is to be made by such Guarantor, that it Guarantor could make such payment and would still be solvent immediately thereafter, the “Solvency Condition”. 6.2.2 Each 7.1.2 The Issuer will be “solvent” if it is able to pay its debts owed to Issuer Senior Creditors as they fall due and (ii) its Assets exceed its Liabilities, and the Guarantor may at any time will be “solvent” if (i) it is able to pay its debts owed to Senior Creditors and shall whenever requested Parity Creditors as they fall due and (ii) its Assets exceed its Liabilities. A certificate as to solvency or lack thereof of the Issuer or the Guarantor signed by two Directors of the Trustee procure that two Authorised Signatories of such Issuer or the Guarantor or, if there is an Issuer Winding-Up or (if such a Guarantor is in winding-up or administration)Winding- Up, the liquidator or, as the case may be, the administrator of such the Issuer or the Guarantor shall give a certificate in writing as to whether or not it is or would in any specified circumstances be solvent (as such term is defined in Condition 5(a)(ii) of the Undated ECNs) for the purposes of Clauses 6.2.1 and shall, in the absence of manifest error any such report shall be treated and accepted by the relevant Issuer, each the Guarantor, the Trustee, the holders of the Undated ECNs and the related Coupons Noteholders and all other interested parties as correct and sufficient evidence of thereof and shall be binding on all such factpersons. In the absence of any The Trustee shall be entitled to rely absolutely on such certificate without liability to any person and without any obligation to verify or investigate the contrary, it shall for the purposes of this Trust Deed be assumed (unless the contrary is proved prior to the date of payment or, for the purposes of Clause 7.1.2, within 30 days after receipt by the Trustee of any moneys in respect of the Undated ECNs and the related Coupons) that each Guarantor is and will after any payment under this Trust Deed be solvent for such purposes. In the event of the delivery of a certificate of two Authorised Signatories that such Guarantor is not solvent, such Guarantor shall procure that the Auditors shall, within 30 days of the date of such report of two Authorised Signatories, provide a report of the Auditors as to whether or not such Guarantor is solvent for the purposes of Clauses 6.2.1 and such report of the Auditors shall, if it is to the effect that such Guarantor is solvent, supersede the report of two Authorised Signatories for all purposes of this Trust Deed. 6.2.3 The provisions of this Clause 6.2 apply only to the principal, premium and interest and any other amounts payable in respect of the Undated ECNs and Coupons and nothing in this Clause 6.2 shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect accuracy thereof.