Common use of Bankruptcy, etc Clause in Contracts

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 60 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Significant Subsidiary; or the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Significant Subsidiary; or there is commenced against the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ; or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action or, in connection with any such voluntary proceeding or action, the Borrower or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower Except as otherwise permitted by Section 10.3, Holdings, the Company or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower Company or any Specified Significant Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower Company or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower Company or any Specified Significant Subsidiary; or Holdings, the Borrower Company or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower Company or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower Company or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower Company or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower Company or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower Company or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 60 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up (whether voluntarily or by the courts), strike-off, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator or the like similar Person for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Holdings, any Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the caseRestricted Subsidiaries (other than any Immaterial Subsidiary), proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, receiver, receiver -manager, trustee, administrator or similar person monitor is appointed for, or takes charge of, all or substantially all of the property of the Holdings, any Borrower or any Specified of the Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Holdings, any Borrower or any Specified of the Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or there is commenced against the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days; , or the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver receiver-manager, trustee, administrator monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Lead Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) any applicable Insolvency Law, including, Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), the BIA or the Companies’ Creditors Arrangement Act (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporationCanada), in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)thereto; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable insolvency, debtor relief, or debt adjustment law; or (b) in the case of any Foreign Subsidiary that is a Specified Restricted Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Restricted Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action, the Borrower or the applicable Restricted Subsidiary consents to the institution of such case, proceeding or action prior to such 60-day period, or any order of relief or other order approving any such case, proceeding or action is entered; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified SubsidiaryRestricted Subsidiary or all or any substantial portion of the property or business thereof; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Restricted Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or the like for it or any substantial part of its property or business to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Restricted Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of the Canadian Borrower and any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, ) receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary; or any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary; or there is commenced against any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Lead Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against Holdings, the Lead Borrower or any Specified Subsidiary and the petition is of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not controverted within 30 days after commencement of the caseso designated), proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, receiver, receiver -manager, trustee, administrator or similar person monitor is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Lead Borrower or any Specified of its Restricted Subsidiaries (other than any Immaterial Subsidiary; , whether or not so designated), or Holdings, the Lead Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Holdings, Lead Borrower or any Specified of its Restricted Subsidiaries (other than any Immaterial Subsidiary; , whether or not so designated), or there is commenced against the Holdings, Lead Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) any such proceeding or action that which remains undismissed for a period of 60 days; , or the Holdings, Lead Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) suffers any appointment of any custodian custodian, receiver, receiver receiver-manager, trustee, administrator monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Holdings, Lead Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Lead Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary, whether or not so designated) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Any Credit Party or any Specified Subsidiary of its Subsidiaries (excluding Insignificant Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower any Credit Party or any Specified Subsidiary of its Subsidiaries (excluding Insignificant Subsidiaries), and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower any Credit Party or any Specified Subsidiary; or the Borrower of its Subsidiaries (excluding Insignificant Subsidiaries), or any Specified Subsidiary Credit Party or any of its Subsidiaries (excluding Insignificant Subsidiaries) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, bankruptcy, insolvency, administration receivership, administration, winding up or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower any Credit Party or any Specified Subsidiary; of its Subsidiaries (excluding Insignificant Subsidiaries), or there is commenced against the Borrower any Credit Party or any Specified Subsidiary of its Subsidiaries (excluding Insignificant Subsidiaries) any such proceeding or action that under any such law of any jurisdiction which remains undismissed for a period of 60 days; or the Borrower , or any Specified Subsidiary Credit Party or any of its Subsidiaries (excluding Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower any Credit Party or any Specified Subsidiary of its Subsidiaries (excluding Insignificant Subsidiaries) suffers any appointment of any custodian custodian, administrator, administrative receiver, receiver managerreceiver, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower any Credit Party or any Specified Subsidiary of its Subsidiaries (excluding Insignificant Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower any Credit Party or any Specified Subsidiary of its Subsidiaries (excluding Insignificant Subsidiaries) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Borrower, any Parent Guarantor or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under the Bankruptcy Code (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”equivalent foreign statute); or an involuntary casecase (including an expropriation, proceeding attachment, sequestration, distress or action execution or an analogous process in any jurisdiction affecting any assets of the Borrower, any Parent Guarantor or any of their Subsidiaries) is commenced against the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries), and the petition is not controverted within 30 days after commencement petition, claim or process in the case of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition case is not dismissed within 60 sixty days after commencement the filing thereof, provided, however, that during the pendency of the casesuch period, proceeding or actioneach Lender shall be relieved of its obligation to extend credit hereunder; or a custodian (as defined in the Bankruptcy Code)custodian, judicial managerliquidator, receiver, receiver administrative receiver, administrator, reconstructor, compulsory manager, trustee, administrator or other similar person officer is appointed for, or takes charge of, all or substantially all of the property of the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary; of their Subsidiaries (other than Immaterial Subsidiaries), to operate all or any substantial portion of the business of the Borrower, any Parent Guarantor or any of their Subsidiaries (other than Immaterial Subsidiaries), or the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration administration, creditor voluntary arrangement, receivership, composition, compromise, assignment or similar arrangement with creditors by reason of actual or anticipated financial difficulties or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary; of their Subsidiaries (other than Immaterial Subsidiaries), or there is commenced against the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) any such proceeding or action that which remains undismissed for a period of 60 days; days after the filing thereof, or the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief relief, moratorium or other order approving any such case or proceeding or action is entered; or the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary their Subsidiaries (other than Immaterial Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate Business action is taken by the Borrower Borrower, any Parent Guarantor or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Any Parent Guarantor, the Borrower, or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)Debtor Relief Law; or an involuntary case, proceeding or action is commenced against any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator liquidator or similar person is appointed for, or takes charge of, all or substantially all any substantial part of the property of any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) and such appointment continues undischarged or unstayed for a period of 60 days; or any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, winding up, relief of debtors, dissolution, insolvencyreceivership, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary); or there is commenced against any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) any such proceeding or action that remains undismissed for a period of 60 days; or any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary suffers (other than any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate action is taken by any Parent Guarantor, the Borrower or any Specified Restricted Subsidiary (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary of its Subsidiaries and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryof its Subsidiaries; or the Borrower or any Specified Subsidiary of its Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "conservator") of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryof its Subsidiaries; or there any such proceeding is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that of its Subsidiaries and remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (a) any Regulated Insurance Company which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (b) the Borrower or any of its Subsidiaries (other than any Regulated Insurance Company described in the immediately preceding clause (a)) suffers any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the caseits Restricted Subsidiaries (other than any Immaterial Subsidiary), proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, receiver, receiver -manager, trustee, administrator or similar person monitor is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified of its Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or Holdings, the Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified of its Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or there is commenced against Holdings, the Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days; , or Holdings, the Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver receiver-manager, trustee, administrator monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Borrower or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)) or any other applicable Debtor Relief Law; or an involuntary case, proceeding or action case is commenced against the Borrower Holdings or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the caseRestricted Subsidiaries (other than any Immaterial Subsidiary), proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, receiver, receiver -manager, trustee, administrator or similar person monitor is appointed for, or takes charge of, all or substantially all of the property of the Borrower Holdings or any Specified of the Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding Insolvency or action Liquidation Proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation Debtor Relief Law or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Holdings or any Specified of the Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or there is commenced against the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) any such proceeding Insolvency or action that Liquidation Proceeding which remains undismissed for a period of 60 days; , or the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case Insolvency or proceeding or action Liquidation Proceeding is entered; or the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver receiver-manager, trustee, administrator monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy,”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Subsidiary; or Holdings, the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by Holdings, the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The the Borrower or any Specified Subsidiary of its Material Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”"BANKRUPTCY CODE"); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary of its Material Subsidiaries and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryof its Material Subsidiaries; or the Borrower or any Specified Subsidiary of its Material Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "CONSERVATOR") of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryof its Material Subsidiaries; or there any such proceeding is commenced against the Borrower or any Specified Subsidiary any of its Material Subsidiaries to the extent such proceeding is consented by such person or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary of its Material Subsidiaries suffers any appointment of any custodian receiver, receiver manager, trustee, administrator conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Material Subsidiaries makes a general assignment for the benefit of creditors; or any corporate (or similar organizational) action is taken by the Borrower or any Specified Subsidiary of its Material Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Holdings, the Lead Borrower, any Canadian Credit Party or any Specified Subsidiary shall of their Restricted Subsidiaries (other than any Immaterial Subsidiary) shall, to the extent applicable, commence a voluntary case, case or proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”) or commence analogous case, proceeding, step or procedure in any jurisdiction (including pursuant to the BIA or the Companies’ Creditors Arrangement Act (Canada)); or an involuntary case, case or proceeding or action is commenced against Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified Subsidiary of their Restricted Subsidiaries (other than any Immaterial Subsidiary) in any jurisdiction, and the petition or proceeding is not controverted within 30 days after commencement of the case21 days, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding case or actionproceeding; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, interim receiver, receiver, receiver -manager, trustee, administrator liquidator, administrator, monitor or similar person officer is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified of their Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified Subsidiary of their Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified of their Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or there is commenced against Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified Subsidiary of their Restricted Subsidiaries (other than any Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days; , or Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified Subsidiary of their Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated adjudicated, or is deemed for the purposes of any applicable law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver interim receiver, receiver-manager, trustee, administrator liquidator, administrator, monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower Lead Borrower, any Canadian Credit Party or any Specified Subsidiary of their Restricted Subsidiaries (other than any Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Borrower Lead Borrower, any Canadian Credit Party or any Specified Subsidiary of their Restricted Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Except as otherwise permitted by Section 10.3, Holdings, the Borrowers or any Specified Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ” or (b) in the case of any Foreign Subsidiary that is a Specified Material Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower Borrowers or any Specified Material Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower Borrowers or any Specified Material Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower Borrowers or any Specified Material Subsidiary; or Holdings, the Borrower Borrowers or any Specified Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower Borrowers or any Specified Material Subsidiary; or there is commenced against Holdings, the Borrower Borrowers or any Specified Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower Borrowers or any Specified Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower Borrowers or any Specified Material Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower Borrowers or any Specified Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by Holdings, the Borrower Borrowers or any Specified Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Either Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the either Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the either Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, ) receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the either Borrower or any Specified Subsidiary; or the either Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the either Borrower or any Specified Subsidiary; or there is commenced against the either Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the either Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the either Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the either Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the either Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Aleris or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, case or proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)) or under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) or similar bankruptcy or insolvency legislation; or an involuntary case, case or proceeding or action is commenced against the Borrower Aleris or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the caseits Subsidiaries, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed or stayed within 60 days sixty (60) days, after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager) or a trustee, receiver, receiver interim receiver, national receiver, receiver-manager, trusteemonitor, administrator liquidator or similar person custodian is appointed for, or takes charge of, all or substantially all of the property of the Borrower Aleris or any Specified Subsidiary; of its Subsidiaries, or the Borrower Aleris or any Specified Subsidiary of its Subsidiaries commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration bankruptcy, winding up or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Aleris or any Specified Subsidiary; of its Subsidiaries, or there is commenced against the Borrower Aleris or any Specified Subsidiary of its Subsidiaries any such proceeding or action that which remains undismissed and unstayed for a period of 60 sixty (60) days; , or the Borrower Aleris or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order sought in or approving any such case or proceeding or action is entered; or the Borrower Aleris or any Specified Subsidiary of its Subsidiaries suffers any appointment of any custodian trustee, receiver, receiver interim receiver, national receiver, receiver-manager, trusteemonitor, administrator liquidator or the like similar custodian for it or any substantial part of its property to continue (which, continues undischarged or and unstayed for a period of 60 dayssixty (60) days or is consented to by Aleris or such Subsidiary); or the Borrower Aleris or any Specified Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditorscreditors or an assignment in bankruptcy; or any corporate corporate, limited or unlimited liability company or similar action is taken by the Borrower Aleris or any Specified Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. (a) The Parent, the Borrower or any Specified Subsidiary shall commence a voluntary Insolvency Proceeding; (b) any Foreign Subsidiary that is a Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto thereto; (collectively, the “Bankruptcy Code”); or c) an involuntary case, proceeding or action Insolvency Proceeding is commenced against the Parent, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or actionthereof; or (d) an involuntary case, proceeding or action Insolvency Proceeding is commenced against the Parent, the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or actionthereof; or (e) a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property Property of the Parent, the Borrower or any Specified Subsidiary; or (f) the Parent, the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Parent, the Borrower or any Specified Subsidiary; or (g) there is commenced against the Parent, the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or (h) the Parent, the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or (i) any order of relief or other order approving any such case or proceeding or action is entered; or (j) the Parent, the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or (k) the Parent, the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or (l) any corporate action is taken by the Parent, the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or (m) any Specified Subsidiary incorporated in New Zealand (or the New Zealand based assets or business of any Specified Subsidiary) is declared at risk pursuant to the Corporations (Investigation and Management) Xxx 0000 (New Zealand), or a statutory manager is appointed or any step taken with a view to any such appointment in respect of it or those assets or business under that Act; or.

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (ai) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (bii) in the case of any Foreign Non-Domestic Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of the Borrower or any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, ) receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified SubsidiarySubsidiary and including, without limitation, in relation to the Borrower and any Specified Subsidiary incorporated under the laws of the Grand Duchy of Luxembourg, bankruptcy (faillite), insolvency, its voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against any of Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any of Holdings, the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, ) receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, the Borrower or any Specified Subsidiary; or any of Holdings, the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, the Borrower or any Specified Subsidiary; or there is commenced against any of Holdings, the Borrower Borrower, or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of Holdings, the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of Holdings, the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 11.3, Holdings, a Borrower or any Specified other Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) any applicable Insolvency Law, including, Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), the BIA or the Companies’ Creditors Arrangement Act (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporationCanada), in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)thereto; or an involuntary case, proceeding or action is commenced against the Holdings, a Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified other Material Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, interim receiver, trustee, administrator monitor, liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of the Holdings, a Borrower or any Specified other Material Subsidiary; or the Holdings, a Borrower or any Specified other Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration winding-up, administration, arrangement or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Holdings, a Borrower or any Specified other Material Subsidiary; or there is commenced against the Holdings, a Borrower or any Specified other Material Subsidiary any such proceeding or action that remains undismissed or unstayed for a period of 60 days; or the Holdings, a Borrower or any Specified other Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Holdings, a Borrower or any Specified other Material Subsidiary suffers any appointment of any custodian receiver, receiver manager, interim receiver, trustee, monitor, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Holdings, a Borrower or any Specified other Material Subsidiary makes a general assignment for the benefit of creditors; . In particular, with respect to a Swiss Credit Party, without limitation, the institution or limitation of bankruptcy or insolvency or any corporate action is taken by composition proceedings (Konkurs oder Nachlassverfahren) within the Borrower or any Specified Subsidiary for the purpose meaning of effecting any articles 166 et seq of the foregoingSwiss Debt Enforcement and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurz), including, but not limited to, pursuant to articles 166, 188, 190, 191 or 293; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Significant Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, liquidation, receivership, reorganization, administration or relief of debtors in effect in its jurisdiction of organization or incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed or unstayed for a period of 60 consecutive days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part substantially all of its property to continue undischarged or unstayed for a period of 60 consecutive days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Restricted Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable insolvency, debtor relief, or debt adjustment law; or (b) in the case of any Foreign Subsidiary that is a Specified Restricted Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Restricted Subsidiary and the petition is not controverted dismissed or stayed within 30 sixty (60) days after commencement of the case, proceeding or action; , the Borrower or an involuntary the applicable Restricted Subsidiary consents to the institution of such case, proceeding or action prior to such 60-day period, or any order of relief or other order approving any such case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or actionentered; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified SubsidiaryRestricted Subsidiary or all or any substantial portion of the property or business thereof; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Restricted Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or the like for it or any substantial part of its property or business to continue undischarged or unstayed for a period of 60 sixty (60) days; or the Borrower or any Specified Restricted Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy,”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, ) receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Any Parent Guarantor, the Borrower Agent or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under the Bankruptcy Code; or an involuntary case (aincluding an expropriation, attachment, sequestration, distress or execution or an analogous process in any jurisdiction affecting any assets of any Parent Guarantor, the Borrower Agent or any of their Subsidiaries) Title 11 is commenced against any Parent Guarantor, the Borrower Agent or any of their Subsidiaries (other than Immaterial Subsidiaries), and the United States Code entitled “Bankruptcy”petition, claim or (b) process in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition case is not dismissed within 60 sixty days after commencement the filing thereof, provided, however, that during the pendency of the casesuch period, proceeding or actioneach Lender shall be relieved of its obligation to extend credit hereunder; or a custodian (as defined in the Bankruptcy Code), judicial managerliquidator, receiver, receiver administrative receiver, administrator, reconstructor, compulsory manager, trustee, administrator or other similar person officer is appointed for, or takes charge of, all or substantially all of the property of any Parent Guarantor, the Borrower Agent or any Specified Subsidiary; of their Subsidiaries (other than Immaterial Subsidiaries), to operate all or any substantial portion of the business of any Parent Guarantor, the Borrower Agent or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries), or any Parent Guarantor, the Borrower Agent or any of their Subsidiaries (other than Immaterial Subsidiaries) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration administration, creditor voluntary arrangement, receivership, composition, compromise, assignment or similar arrangement with creditors by reason of actual or anticipated financial difficulties or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any Parent Guarantor, the Borrower Agent or any Specified Subsidiary; of their Subsidiaries (other than Immaterial Subsidiaries), or there is commenced against any Parent Guarantor, the Borrower Agent or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) any such proceeding or action that which remains undismissed for a period of 60 days; days after the filing thereof, or any Parent Guarantor, the Borrower Agent or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief relief, moratorium or other order approving any such case or proceeding or action is entered; or any Parent Guarantor, the Borrower Agent or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary their Subsidiaries (other than Immaterial Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate Business action is taken by any Parent Guarantor, the Borrower Agent or any Specified Subsidiary of their Subsidiaries (other than Immaterial Subsidiaries) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Borrower or any Specified Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Non-U.S. Subsidiary that is a Specified Material Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, liquidation, receivership, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Material Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Material Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Material Subsidiary; or Holdings, the Borrower or any Specified Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Material Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Material Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by Holdings, the Borrower or any Specified Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary shall commence commences a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 60 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary; or there is commenced against the Holdings, any Intermediate Holdco, Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)Debtor Relief Law; or an involuntary case, proceeding or action case is commenced against the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries); or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) or, for the purposes of United Kingdom law, an administrator or administrative receiver, of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, supervision, conservatorship or similar law of any jurisdiction jurisdiction, the Bermuda Companies Law or U.K. Insolvency Act whether now or hereafter in effect relating to the Parent Borrower or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries); or there any such proceeding is commenced against (i) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (ii) the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (i)) to the extent such proceeding is consented to by such Person, and in the case of either clause (i) or action that (ii) remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (x) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (y) the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (x)) consents to any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ; or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action or, in connection with any such involuntary proceeding or action, the Borrower or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Parent Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now in effect as of the Original Closing Date or hereafter thereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Subsidiary; or the Parent Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now in effect as of the Original Closing Date or hereafter thereafter in effect relating to the Parent Borrower or any Specified Subsidiary; or there is commenced against the Parent Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Parent Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Parent Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Subsidiary; or the Parent Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Parent Borrower or any Specified Subsidiary; or there is commenced against the Parent Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Parent Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Parent Borrower or any Specified Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)) or under any Canadian Bankruptcy or Insolvency Law; or an involuntary case, proceeding or action is commenced against Holdings, the Parent Borrower or any Specified Material Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Parent Borrower or any Specified Material Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver and manager, interim-receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver, examiner or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Parent Borrower or any Specified Material Subsidiary; or Holdings, the Parent Borrower or any Specified Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, compromise, adjustment of debt, relief of debtors, dissolution, insolvency, administration winding-up, administration, examinership or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Parent Borrower or any Specified Material Subsidiary; or there is commenced against Holdings, the Parent Borrower or any Specified Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Parent Borrower or any Specified Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Parent Borrower or any Specified Material Subsidiary suffers any appointment of any custodian receiver, receiver and manager, interim-receiver, receiver manager, trustee, administrator administrator, examiner or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Parent Borrower or any Specified Material Subsidiary makes a general assignment assignment, compromise, arrangement or proposal for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Any Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (ai) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (bii) in the case of any Foreign Non-Domestic Subsidiary that is a Specified SubsidiarySubsidiary or the Foreign Subsidiary Borrower, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the any Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the any Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the any Borrower or any Specified Subsidiary; or the any Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the any Borrower or any Specified Subsidiary; or there is commenced against the any Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the any Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the any Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the any Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the any Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower (a)(i) A court of competent jurisdiction enters an order or decree under any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary Bankruptcy Law that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or for relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary and the petition is not controverted within 30 days after commencement or any group of the caseRestricted Subsidiaries that, proceeding or action; or when taken together, would constitute a Significant Subsidiary in an involuntary case, proceeding or action is commenced against ; (ii) appoints a custodian of the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary and the petition is not dismissed within 60 days after commencement or any group of the caseRestricted Subsidiaries that, proceeding or action; or when taken together, would constitute a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, Significant Subsidiary for all or substantially all of the property of the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary commences or any other voluntary proceeding group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary, and, in each of clauses (i), (ii) or action under any reorganization(iii), arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration the order or liquidation or similar law of any jurisdiction whether now or hereafter decree remains unstayed and in effect relating to for at least 60 consecutive days; or (b) the Borrower or any Specified Subsidiary; or there of its Restricted Subsidiaries that is commenced against the Borrower a Significant Subsidiary or any Specified Subsidiary any such proceeding group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary, pursuant to or action that remains undismissed within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for a period of 60 daysrelief against it in an involuntary case; or (iii) consents to the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any a custodian receiver, receiver manager, trustee, administrator or the like for of it or any substantial part for all or substantially all of its property to continue undischarged or unstayed for a period of 60 daysproperty; or the Borrower or any Specified Subsidiary (iv) makes a general assignment for the benefit of its creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or;

Bankruptcy, etc. The Borrower occurrence of any of the following with respect to any Credit Party or any Specified Subsidiary of their Subsidiaries (other than Insignificant Subsidiaries): (i) a court or governmental agency having jurisdiction in the premises shall commence enter a voluntary case, proceeding decree or action concerning itself under order for relief in respect of any Credit Party or any of their Subsidiaries (a) Title 11 of the United States Code entitled “Bankruptcy”, or (bother than Insignificant Subsidiaries) in the an involuntary case of under any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to applicable bankruptcy, judicial management, insolvency, reorganization, administration insolvency or relief of debtors in effect in its jurisdiction of incorporation, in each case as other similar law now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or appoint a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver managerliquidator, assignee, custodian, trustee, administrator sequestrator or similar person is appointed for, or takes charge of, all or substantially all official of the property of the Borrower any Credit Party or any Specified Subsidiaryof their Subsidiaries (other than Insignificant Subsidiaries) or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action (ii) an involuntary case under any reorganizationapplicable bankruptcy, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or other similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower any Credit Party or any Specified Subsidiary any of their Subsidiaries (other than Insignificant Subsidiaries) and such proceeding or action that petition remains undismissed unstayed and in effect for a period of 60 consecutive days; or the Borrower (iii) any Credit Party or any Specified Subsidiary is adjudicated insolvent or bankrupt; or of their Subsidiaries (other than Insignificant Subsidiaries) shall commence a voluntary case under any order of relief applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order approving for relief in an involuntary case under any such case law, or proceeding consent to the appointment or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian taking possession by a receiver, receiver managerliquidator, assignee, custodian, trustee, administrator sequestrator or the like for it similar official of such Person or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or make any Specified Subsidiary makes a general assignment for the benefit of creditors; or (iv) any corporate Credit Party or any of their Subsidiaries (other than Insignificant Subsidiaries) shall admit in writing its inability to pay its debts generally as they become due or any action is shall be taken by the Borrower or any Specified Subsidiary for the purpose such Person in furtherance of effecting any of the foregoing; oraforesaid purposes.

Bankruptcy, etc. The Borrower occurrence of any of the following with respect to a Credit Party or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) (each a "Bankruptcy Event"): (i) a court or governmental agency having jurisdiction in the premises shall commence enter a voluntary case, proceeding decree or action concerning itself under order for relief in respect of a Credit Party or any of its Subsidiaries (a) Title 11 of the United States Code entitled “Bankruptcy”, or (bother than Insignificant Subsidiaries) in the an involuntary case of under any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to applicable bankruptcy, judicial management, insolvency, reorganization, administration insolvency or relief of debtors in effect in its jurisdiction of incorporation, in each case as other similar law now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or appoint a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver managerliquidator, assignee, custodian, trustee, administrator sequestrator or similar person is appointed for, or takes charge of, all or substantially all official of the property of the Borrower a Credit Party or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries) or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action (ii) an involuntary case under any reorganizationapplicable bankruptcy, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or other similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower a Credit Party or any Specified Subsidiary any of its Subsidiaries (other than Insignificant Subsidiaries) and such proceeding or action that petition remains undismissed unstayed and in effect for a period of 60 consecutive days; or the Borrower (iii) a Credit Party or any Specified Subsidiary is adjudicated insolvent or bankrupt; or of its Subsidiaries (other than Insignificant Subsidiaries) shall commence a voluntary case under any order of relief applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order approving for relief in an involuntary case under any such case law, or proceeding consent to the appointment or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian taking possession by a receiver, receiver managerliquidator, assignee, custodian, trustee, administrator sequestrator or the like for it similar official of such Person or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or make any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower (iv) a Credit Party or any Specified Subsidiary for the purpose of effecting its Subsidiaries (other than Insignificant Subsidiaries) shall admit in writing its inability to pay its debts generally as they become due or is not generally paying its debts as they become due; or (v) a Credit Party or any of its Subsidiaries (other than Insignificant Subsidiaries) shall take any action in furtherance of any of the foregoing; oraforesaid purposes.

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 60 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) shall commence a voluntary Insolvency Proceeding; any Foreign Subsidiary that is a Loan Party or Restricted Subsidiary (other than an Immaterial Subsidiary) shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)thereto; or an involuntary case, proceeding or action Insolvency Proceeding is commenced against the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) and the petition is not controverted within 30 ten (10) days after commencement of the case, proceeding or actionthereof; or an involuntary case, proceeding or action Insolvency Proceeding is commenced against the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) and the petition is not dismissed within 60 sixty (60) days after commencement of the case, proceeding or actionthereof; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator Creditor Representative or similar person Person is appointed for, or takes charge of, all or substantially all of the property of the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary); or the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary); or there is commenced against the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) any such proceeding or action that remains undismissed for a period of 60 sixty (60) days; or the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) suffers any appointment of any custodian receiver, receiver manager, trustee, administrator Creditor Representative or the like for it or any substantial part of its property Property to continue undischarged or unstayed for a period of 60 sixty (60) days; or the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower any Loan Party or any Specified Restricted Subsidiary (other than an Immaterial Subsidiary) for the purpose of effecting any of the foregoing; orany Loan Party (i) is unable or admits inability to pay its debts as they fall due or (ii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its Debt; and in respect of any Dutch Borrower, a suspension of payments (surseance van betaling) is granted;

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like similar Person for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Holdings, the Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against any of Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any of Holdings, the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, ) receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, the Borrower or any Specified Subsidiary; or any of Holdings, the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, the Borrower or any Specified Subsidiary; or there is commenced against any of Holdings, the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of Holdings, the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of Holdings, the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 A court of the United States Code entitled “Bankruptcy”, competent jurisdiction (i) enters an order or (b) in the case of decree under any Foreign Subsidiary Bankruptcy Law that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or for relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary and the petition is not controverted within 30 days after commencement or any group of the caseRestricted Subsidiaries that, proceeding or action; or when taken together, would constitute a Significant Subsidiary in an involuntary case, proceeding or action is commenced against ; (ii) appoints a custodian of the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary and the petition is not dismissed within 60 days after commencement or any group of the caseRestricted Subsidiaries that, proceeding or action; or when taken together, would constitute a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, Significant Subsidiary for all or substantially all of the property of the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Borrower or any Specified of its Restricted Subsidiaries that is a Significant Subsidiary commences or any other voluntary proceeding group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary, and, in each of clauses (i), (ii) or action under any reorganization(iii), arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration the order or liquidation or similar law of any jurisdiction whether now or hereafter decree remains unstayed and in effect relating to for at least 60 consecutive days; or (b) the Borrower or any Specified Subsidiary; or there of its Restricted Subsidiaries that is commenced against the Borrower a Significant Subsidiary or any Specified Subsidiary any such proceeding group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary, pursuant to or action that remains undismissed within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for a period of 60 daysrelief against it in an involuntary case; or (iii) consents to the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any a custodian receiver, receiver manager, trustee, administrator or the like for of it or any substantial part for all or substantially all of its property to continue undischarged or unstayed for a period of 60 daysproperty; or the Borrower or any Specified Subsidiary (iv) makes a general assignment for the benefit of its creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or;

Bankruptcy, etc. The Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Holdings, any Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the caseRestricted Subsidiaries (other than any Immaterial Subsidiary), proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, receiver, receiver -manager, trustee, administrator or similar person monitor is appointed for, or takes charge of, all or substantially all of the property of the Holdings, any Borrower or any Specified of the Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Holdings, any Borrower or any Specified of the Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or there is commenced against the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days; , or the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver receiver-manager, trustee, administrator monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Holdings, any Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Lead Borrower or any Specified Subsidiary of the Restricted Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; oror ERISA

Bankruptcy, etc. The Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, interim-receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver, examiner or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, compromise, adjustment of debt, relief of debtors, dissolution, insolvency, administration winding-up, administration, examinership or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, interim-receiver, receiver manager, trustee, administrator administrator, examiner or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment assignment, compromise, arrangement or proposal for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, ," or (b) in the case of the UK Borrower and any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief the bankruptcy and/or insolvency legislation of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action case is commenced against any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator ) or similar person is appointed for, or takes charge of, all or substantially all of the property of any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary; or any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary; or there is commenced against any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of the Parent Companies, Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower (a) Holdings or any Specified Subsidiary of its Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary caseInsolvency Proceeding; (b) an involuntary Insolvency Proceeding is commenced against Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary), proceeding and the petition is not controverted within 15 days, or action concerning itself under is not dismissed within 30 days after the filing thereof; (ac) a custodian (as defined in the U.S. Bankruptcy Code, Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); ) or an involuntary case, proceeding other similar official under any bankruptcy laws (foreign or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person otherwise) is appointed for, or takes charge of, all or substantially all of the property of the Borrower Holdings or any Specified of its Subsidiaries (other than any Immaterial Subsidiary; or the Borrower ), to operate all or any Specified Subsidiary substantial portion of the business of Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary), or Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvencybankruptcy, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Holdings or any Specified of its Subsidiaries (other than any Immaterial Subsidiary; ) (including, without limitation, with respect to any Canadian Credit Party, under the Companies’ Creditors Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada)) or there is commenced against the Borrower Holdings or any Specified Subsidiary of its Subsidiaries (other than any Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days30 days after the filing thereof; or the Borrower (d) Holdings or any Specified Subsidiary of its Subsidiaries (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or (e) any order of relief or other order approving any such insolvency or bankruptcy case (including the entry of an order of relief against it or proceeding or action is entered; or for the Borrower or any Specified Subsidiary suffers any appointment of any custodian a receiver, receiver receiver-manager, interim receiver, trustee, administrator monitor, custodian or the like similar official for it or for any substantial part of its property to continue undischarged or unstayed for a period of 60 daysproperty) is entered; or the Borrower (f) Holdings or any Specified Subsidiary of its Subsidiaries (other than any Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or (g) any corporate Business action is taken by the Borrower Holdings or any Specified Subsidiary of its Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoingforegoing or otherwise commencing any liquidation, dissolution or winding up of its affairs not otherwise permitted herein or Holdings or any Subsidiary (other than any Immaterial Subsidiary) agrees to commence any of the foregoing proceedings or actions; or (h) Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary) is not generally able to pay its debts as they become due or is not Solvent; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 60 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up (whether voluntarily or by the courts), administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator or the like similar Person for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The In each case other than the Cases: the Borrower or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary casecase (including an expropriation, proceeding attachment, sequestration, distress or action execution or an analogous process in any jurisdiction affecting any assets of the Borrower or any of its Subsidiaries) is commenced against the Borrower or any Specified Subsidiary of its Subsidiaries, and the petition is not controverted within 30 days after commencement petition, claim or process in the case of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition case is not dismissed within 60 sixty days after commencement the filing thereof, provided, however, that during the pendency of the casesuch period, proceeding or actioneach Lender shall be relieved of its obligation to extend credit hereunder; or a custodian (as defined in the Bankruptcy Code), judicial managerliquidator, receiver, receiver administrative receiver, administrator, reconstructor, compulsory manager, trustee, administrator or other similar person officer is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; of its Subsidiaries, to operate all or any substantial portion of the business of the Borrower or any of its Subsidiaries, or the Borrower or any Specified Subsidiary of its Subsidiaries commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration administration, creditor voluntary arrangement, receivership, composition, compromise, assignment or similar arrangement with creditors by reason of actual or anticipated financial difficulties or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; of its Subsidiaries (other than the Cases), or there is commenced against the Borrower or any Specified Subsidiary of its Subsidiaries any such proceeding or action that which remains undismissed for a period of 60 days; days after the filing thereof, or the Borrower or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankruptbankrupt (other than in connection with the Cases); or any order of relief relief, moratorium or other order approving any such case or proceeding or action (other than the Cases) is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary Subsidiaries makes a general assignment for the benefit of creditors; or any corporate Business action is taken by the Borrower or any Specified Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Parent Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Significant Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Significant Subsidiary; or the Parent Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Parent Borrower or any Specified Significant Subsidiary; or there is commenced against the Parent Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Parent Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Significant Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The (i) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of the Borrower or any Specified Restricted Subsidiary shall commence (other than a voluntary caseSecuritization Entity that is an Immaterial Subsidiary), proceeding or action concerning itself of a substantial part of the property or assets of the Borrower or a Restricted Subsidiary (other than a Securitization Entity that is an Immaterial Subsidiary), under (a) Title 11 of the United States Code entitled “Bankruptcy”Code, as now constituted or hereafter amended, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiaryother federal, any domestic state or foreign law relating to bankruptcy, judicial management, insolvency, reorganizationreceivership or similar law, administration (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against similar official for the Borrower or any Specified Restricted Subsidiary and the petition (other than a Securitization Entity that is not controverted within 30 days after commencement an Immaterial Subsidiary) or for a substantial part of the case, proceeding property or action; or an involuntary case, proceeding or action is commenced against assets of the Borrower or any Specified a Restricted Subsidiary and (other than a Securitization Entity that is an Immaterial Subsidiary) or (z) the petition is not dismissed within 60 days after commencement of the case, proceeding winding-up or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property liquidation of the Borrower or any Specified Restricted Subsidiary (other than a Securitization Entity that is an Immaterial Subsidiary); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) the Borrower or any Specified Restricted Subsidiary commences (other than a Securitization Entity that is an Immaterial Subsidiary) shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other voluntary proceeding federal, state or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolutionforeign bankruptcy, insolvency, administration or liquidation receivership or similar law law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any jurisdiction whether now petition described in (i) above, (v) apply for or hereafter in effect relating consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Specified Subsidiary; such Restricted Subsidiary or there is commenced against for a substantial part of the property or assets of the Borrower or any Specified Subsidiary such Restricted Subsidiary, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiverproceeding, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes (x) make a general assignment for the benefit of creditors; , (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The (a) Holdings, the Parent Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action (including filing any proposal or notice of intent to file a proposal) concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case other Debtor Relief Laws as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)) or any other similar law of any jurisdiction; or an involuntary case, proceeding or action is commenced against Holdings, the Parent Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or actionSignificant Subsidiary; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, interim-receiver, receiver and manager, trustee, administrator trustee-in-bankruptcy, liquidator, administrator, administrative receiver, monitor, examiner or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Parent Borrower or any Specified Significant Subsidiary; or Holdings, the Parent Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, compromise, adjustment of debt, relief of debtors, dissolution, insolvency, administration winding-up, administration, receivership, administrative receivership, examinership or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Parent Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Parent Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Parent Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, interim-receiver, receiver and manager, administrative receiver, trustee, administrator trustee-in-bankruptcy, administrator, examiner or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 daysproperty; or Holdings, the Parent Borrower or any Specified Significant Subsidiary makes a general assignment assignment, compromise, arrangement or proposal for the benefit of creditors; creditors or any corporate action is taken files a notice of intent to file a proposal by reason of actual or anticipated financial difficulties of Holdings, the Parent Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; orSignificant Subsidiary.

Bankruptcy, etc. The Holdings, any Borrower or any Specified Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Borrower or any Non-U.S. Subsidiary that is a Specified Material Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, liquidation, receivership, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Holdings, any Borrower or any Specified Material Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Holdings, any Borrower or any Specified Material Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person is appointed for, or takes charge of, all or substantially all of the property of the Holdings, any Borrower or any Specified Material Subsidiary; or the Holdings, any Borrower or any Specified Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Holdings, any Borrower or any Specified Material Subsidiary; or there is commenced against the Holdings, any Borrower or any Specified Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Holdings, any Borrower or any Specified Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Holdings, any Borrower or any Specified Material Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Holdings, any Borrower or any Specified Material Subsidiary makes a general assignment for the benefit of creditors; or the UK Borrower is unable or admits an inability to pay its debts as they fall due or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (other than a Finance Party) with a view to rescheduling any of its indebtedness; or the value of the assets of the UK Borrower is less than its liabilities (taking into account future contingent and prospective liabilities); or any corporate action is taken by the Holdings, any Borrower or any Specified Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The the Borrower or any Specified Subsidiary of its Material Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary of its Material Subsidiaries and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryof its Material Subsidiaries; or the Borrower or any Specified Subsidiary of its Material Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryof its Material Subsidiaries; or there any such proceeding is commenced against the Borrower or any Specified Subsidiary any of its Material Subsidiaries to the extent such proceeding is consented to by such person or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary of its Material Subsidiaries suffers any appointment of any custodian receiver, receiver manager, trustee, administrator conservator or the like for it or any substantial part of its property to continue that continues undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Material Subsidiaries makes a general assignment for the benefit of creditors; or any corporate (or similar organizational) action is taken by the Borrower or any Specified Subsidiary of its Material Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Significant Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Significant Subsidiary; or the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Significant Subsidiary; or there is commenced against the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Significant Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary shall commence commences a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary and the petition is not controverted within 30 60 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary; or there is commenced against the Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, any Intermediate Holdco, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced There shall have been entered against the Borrower or any Specified Subsidiary and Obligor (other than the petition is not controverted within 30 days after commencement of the case, proceeding BOT Operation Performance Security Issuer or action; PNOC-EDC) a decree or an involuntary case, proceeding or action is commenced against order by a court adjudging the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding such Obligor bankrupt or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed forinsolvent, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of debt, relief or in respect of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or such Obligor under any Specified SubsidiaryApplicable Law; or there is commenced against appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or any Specified Subsidiary any such proceeding Obligor or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property or other assets, or ordering the winding up or liquidation of its affairs, or the institution by the Borrower or such Obligor of proceedings to continue undischarged be adjudicated bankrupt or unstayed for a period insolvent, or the consent by it to the institution of 60 daysbankruptcy or insolvency proceedings against it; or the filing by it of a petition or answer or consent seeking reorganization or debt relief under any Applicable Law; or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or any Specified Subsidiary makes a general such Obligor or of any substantial part of its property; or the making by it of an assignment for the benefit of creditors; or the admission by it in writing of its inability to pay its debts generally as they become due; or any other event shall have occurred which under any Applicable Law would have an effect analogous to any of those events listed above in this subsection with respect to the Borrower or any such Obligor; or any corporate action is taken by the Borrower or any Specified Subsidiary such Obligor for the purpose of effecting any of the foregoing; provided that any reorganization or reconstruction of a company while solvent with the prior consent of Eximbank shall not be held to constitute any event mentioned in this paragraph; and provided, further, that in connection with any Obligor, no Event of Default shall be declared under this Section 9.05 if (x) such Person has fully complied and continues to fully comply with all of its obligations under all Project Documents to which such Person is a party and (y) in the reasonable judgment of Eximbank, such Event of Default has not had and is not reasonably likely to have a Material Adverse Effect; or

Bankruptcy, etc. The (i) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of the Borrower or any Specified Subsidiary shall commence (other than a voluntary caseSecuritization Vehicle), proceeding or action concerning itself of a substantial part of the property or assets of the Borrower or a Subsidiary (other than a Securitization Vehicle), under (a) Title 11 of the United States Code entitled “Bankruptcy”Code, as now constituted or hereafter amended, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiaryother federal, any domestic state or foreign law relating to bankruptcy, judicial management, insolvency, reorganizationreceivership or similar law, administration (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against similar official for the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement (other than a Securitization Vehicle) or for a substantial part of the case, proceeding property or action; or an involuntary case, proceeding or action is commenced against assets of the Borrower or any Specified a Subsidiary and (other than a Securitization Vehicle) or (z) the petition is not dismissed within 60 days after commencement of the case, proceeding winding-up or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property liquidation of the Borrower or any Specified SubsidiarySubsidiary (other than a Securitization Vehicle); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) the Borrower or any Specified Subsidiary commences (other than a Securitization Vehicle) shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other voluntary proceeding federal, state or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolutionforeign bankruptcy, insolvency, administration or liquidation receivership or similar law law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any jurisdiction whether now petition described in (i) above, (v) apply for or hereafter in effect relating consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Specified Subsidiary; such Subsidiary or there is commenced against for a substantial part of the property or assets of the Borrower or any Specified Subsidiary such Subsidiary, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiverproceeding, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes (x) make a general assignment for the benefit of creditors; , (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under any bankruptcy or reorganization proceeding under the Laws of Argentina (a) Title 11 including a "concurso preventivo" in accordance with the provisions of the United States Code entitled “Bankruptcy”, or (bArgentine Bankruptcy Law) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto other jurisdiction (collectively, other than an Acuerdo Preventivo Extrajudicial in accordance with the “provisions of the Argentine Bankruptcy Code”Law); or an involuntary case, proceeding or action case under any such Laws ("pedido de quiebra") is commenced against the Borrower or any Specified Subsidiary its Subsidiaries, and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and its Subsidiaries do not obtain dismissal thereof or do not contest it in good faith in the petition is not dismissed within 60 days after commencement of the case, proceeding or actionfirst available opportunity provided under Argentine Bankruptcy Law; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, or receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryits Subsidiaries; or the Borrower or any Specified Subsidiary its Subsidiaries commences (or commence, as the case may be) any other voluntary proceeding or action under any reorganization, receivership, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law Law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against its Subsidiaries, the Borrower or any Specified Subsidiary any such proceeding its Subsidiaries is (or action that remains undismissed for a period of 60 days; or are, as the Borrower or any Specified Subsidiary is case may be) adjudicated insolvent or bankrupt; , or any order of relief or other order approving any such case or proceeding or action is entered; after execution of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement or instrument entered in connection with the refinancing of the Indebtedness Subject to the Refinancing, the Borrower becomes into cesacion de pagos as provided in Sections 78 and 79 of Argentine Bankruptcy Law N(0) 24,522 as amended; the Borrower or any Specified Subsidiary its Subsidiaries suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it (or them, as the case may be) or any substantial part of their (or their, as the case may be) property and, to the extent applicable Law permits, the Borrower or its property Subsidiaries to continue discharge or stay any such appointment, such appointment continues undischarged or and/or unstayed for a period of 60 ten (10) calendar days; or the Borrower or any Specified Subsidiary its Subsidiaries makes (or make, as the case may be) a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary its Subsidiaries for the purpose of effecting any of the foregoing; or after execution of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement or instrument entered in connection with the refinancing of the Indebtedness Subject to the Refinancing, the Borrower or its Subsidiaries shall generally not pay their debts as they become due or shall admit in writing their inability to pay their debts as they become due; or

Bankruptcy, etc. The Borrower Holdings or any Specified of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower Holdings or any Specified of its Subsidiaries (other than any Immaterial Subsidiary and the petition that is not controverted within 30 days after commencement of the casea Credit Party), proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement the filing thereof, provided, however, that during the pendency of the casesuch period, proceeding or actioneach Lender shall be relieved of its obligation to extend credit hereunder; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower Holdings or any Specified Subsidiary; or the Borrower of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party), to operate all or any Specified substantial portion of the business of Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party), or Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Holdings or any Specified Subsidiary; of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party), or there is commenced against the Borrower Holdings or any Specified of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party) any such proceeding or action that which remains undismissed for a period of 60 days; days after the filing thereof, or the Borrower Holdings or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for Subsidiaries (other than any Immaterial Subsidiary that is not a period of 60 days; or the Borrower or any Specified Subsidiary Credit Party) makes a general assignment for the benefit of creditors; or any corporate Company action is taken by the Borrower Holdings or any Specified of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable insolvency, debtor relief, or debt adjustment law; or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding dismissed or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed stayed within 60 days after commencement of the case, proceeding or action, the Borrower or the applicable Specified Subsidiary consents to the institution of such case, proceeding or action prior to such 60-day 152 period, or any order of relief or other order approving any such case, proceeding or action is entered; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower all or any Specified Subsidiary; substantial portion of the property or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is enteredbusiness thereof; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or the like for it or any substantial part of its property or business to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Parent Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Parent Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Subsidiary; or the Parent Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Parent Borrower or any Specified Subsidiary; or there is commenced against the Parent Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Parent Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary of its Material Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary of its Material Subsidiaries and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryof its Material Subsidiaries; or the Borrower or any Specified Subsidiary of its Material Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryof its Material Subsidiaries; or there any such proceeding is commenced against (a) any Material Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (b) the Borrower or any Specified Subsidiary of its Material Subsidiaries (other than (x) any Material Regulated Insurance Company described in the immediately preceding clause (a) or (y) any dissolution or liquidation proceeding commenced against a non-Regulated Insurance Company (i) the assets of which do not exceed an aggregate amount of $100,000 and (ii) in connection with the winding-up of such Material Subsidiary) to the extent such proceeding is consented to by such Person, and in the case of either clause (a) or action that (b) remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (a) any Material Regulated Insurance Company which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (b) the Borrower or any of its Material Subsidiaries (other than any Regulated Insurance Company described in the immediately preceding clause (a)) suffers any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Material Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary of its Material Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of the UK Borrower and any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief the bankruptcy and/or insolvency legislation of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action case is commenced against any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator ) or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary; or any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary; or there is commenced against any of the US Borrower, the UK Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of the Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of the Holdings, the US Borrower, the UK Borrower or any 153 Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The (i) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of the Borrower or any Specified Restricted Subsidiary shall commence (other than a voluntary caseSecuritization Entity), proceeding or action concerning itself of a substantial part of the property or assets of the Borrower or a Restricted Subsidiary (other than a Securitization Entity), under (a) Title 11 of the United States Code entitled “Bankruptcy”Code, as now constituted or hereafter amended, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiaryother federal, any domestic state or foreign law relating to bankruptcy, judicial management, insolvency, reorganizationreceivership or similar law, administration (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against similar official for the Borrower or any Specified Restricted Subsidiary and the petition is not controverted within 30 days after commencement (other than a Securitization Entity) or for a substantial part of the case, proceeding property or action; or an involuntary case, proceeding or action is commenced against assets of the Borrower or any Specified a Restricted Subsidiary and (other than a Securitization Entity) or (z) the petition is not dismissed within 60 days after commencement of the case, proceeding winding-up or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property liquidation of the Borrower or any Specified SubsidiaryRestricted Subsidiary (other than a Securitization Entity); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) the Borrower or any Specified Restricted Subsidiary commences (other than a Securitization Entity) shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other voluntary proceeding federal, state or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolutionforeign bankruptcy, insolvency, administration or liquidation receivership or similar law law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any jurisdiction whether now petition described in (i) above, (v) apply for or hereafter in effect relating consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Specified Subsidiary; such Restricted Subsidiary or there is commenced against for a substantial part of the property or assets of the Borrower or any Specified Subsidiary such Restricted Subsidiary, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiverproceeding, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes (x) make a general assignment for the benefit of creditors; , (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary case, case or proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)) or under the provisions of the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) or any other bankruptcy, insolvency or other similar law or makes an assignment in bankruptcy, makes a proposal to its creditors or files notice of its intention to do so, institutes any other proceeding under applicable law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding‑up, reorganization, receivership compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any other similar relief; or an involuntary case, case or proceeding or action is commenced against the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary), and the petition is not controverted within 21 days, or is not dismissed within 30 days days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower Parent or any Specified Subsidiary and of its Restricted Subsidiaries applies for the petition is not dismissed within 60 days after commencement appointment of, or the taking of the case, proceeding or action; or possession by a custodian (as defined in the Bankruptcy Code), judicial receiver, receiver-manager, interim receiver, receiver manager, trustee, administrator monitor, liquidator or other similar person official, or such official is appointed for, or takes charge of, all or substantially all of the property of the Borrower Parent or any Specified of its Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Parent or any Specified of its Restricted Subsidiaries (other than any Immaterial Subsidiary; ), or there is commenced against the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 30 days; , or the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver receiver-manager, interim receiver, trustee, administrator monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 30 days; or the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any 147 Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Borrower Parent or any Specified Subsidiary of its Restricted Subsidiaries (other than any Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary A Restricted Entity shall commence a voluntary case, proceeding or action case concerning itself under the Bankruptcy and Insolvency Act (aCanada), the Companies Creditors’ Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the Bankruptcy Code (United States) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto or any similar legislation in any other applicable jurisdiction (collectively, the “Bankruptcy CodeAct”); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary a Restricted Entity and the petition or application is not controverted contested within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary a Restricted Entity and the petition or application is not dismissed within 60 45 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator liquidator, custodian or similar person official is appointed for, or takes charge of, all or substantially all of the property of the Borrower a Restricted Entity or any Specified Subsidiary; or the Borrower or any Specified Subsidiary a Restricted Entity commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiarya Restricted Entity itself other than as permitted under Section 9.3; or there is commenced against the Borrower or any Specified Subsidiary a Restricted Entity any such proceeding or action that remains undismissed for a period of 60 45 days; or the Borrower or any Specified Subsidiary a Restricted Entity is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary Restricted Entity makes a general assignment for the benefit of creditors, files under the Bankruptcy Act or takes a similar action under the Bankruptcy Act; or any corporate or similar action is taken by the Borrower or any Specified Subsidiary a Restricted Entity for the purpose of effecting any of the foregoing; or a Restricted Entity is unable to pay its debts as they fall due, or makes a general assignment for the benefit of or a composition with its creditors generally; or a Restricted Entity takes any corporate or similar action or other steps are taken or legal proceedings are started for its winding-up, dissolution, administration or insolvent re-organization or for the appointment of a liquidator, administrator or administrative receiver of it other than as permitted under Section 9.3; or

Bankruptcy, etc. The Any Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified 157 Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the any Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the any Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the any Borrower or any Specified Subsidiary; or the any Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the any Borrower or any Specified Subsidiary; or there is commenced against the any Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the any Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the any Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the any Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the any Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary shall that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) shall, to the extent applicable, commence a voluntary case, case or proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”) or commence analogous case, proceeding, step or procedure in any jurisdiction (including pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or the Insolvency Act of 1986)under any other Debtor Relief Laws; or an involuntary case, case or proceeding or action is commenced against the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) in any jurisdiction, and the petition or proceeding is not controverted within 30 days after commencement of the case21 days, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding case or actionproceeding; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, interim receiver, receiver, receiver -manager, trustee, administrator liquidator, administrator, monitor or similar person officer is appointed for, or takes charge of, all or substantially all of the property of the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary; ), or the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) commences any other voluntary proceeding or action under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law lawDebtor Relief Laws of any jurisdiction whether now or hereafter in effect relating to the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary; ), or there is commenced against the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days; , or the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is adjudicated a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) is adjudicated, or is deemed for the purposes of any applicable law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Company or any Specified of its against the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) suffers any appointment of any custodian custodian, receiver, receiver interim receiver, receiver-manager, trustee, administrator liquidator, administrator, monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Borrower Company, any Canadianother Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of their Restricted Subsidiaries (other than any Immaterialthat, taken together, would constitute a Significant Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)Debtor Relief Law; or an involuntary case, proceeding or action case is commenced against the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries); or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) or, for the purposes of United Kingdom law, an administrator or administrative receiver, of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, supervision, conservatorship or similar law of any jurisdiction jurisdiction, the Bermuda Companies Law or U.K. Insolvency Act whether now or hereafter in effect relating to the Parent Borrower or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries); or there any such proceeding is commenced against (i) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (ii) the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (i)) to the extent such proceeding is consented to by such Person, and in the case of either clause (i) or action that (ii) remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (x) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (y) the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (x)) consents to any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) for the purpose of effecting any of the foregoing; oror 113

Bankruptcy, etc. The Except as otherwise permitted by Section 10.3, Holdings, the Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ,” or (b) in the case of any Foreign Subsidiary that is a Specified Significant Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, liquidation, receivership, reorganization, administration or relief of debtors in effect in its jurisdiction of organization or incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager, receiver, receiver manager, trustee, administrator liquidator, administrator, administrative receiver or similar person Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Significant Subsidiary; or Holdings, the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Significant Subsidiary; or there is commenced against Holdings, the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or Holdings, the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Specified Subsidiary of Caterair Holdings or the Borrower (other than an Immaterial Subsidiary) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Subsidiary of Caterair Holdings or the Borrower or any Specified Subsidiary (other than an Immaterial Subsidiary) and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of OFSI, Caterair Holdings, the Designated Onex Sub, the Borrower or any Specified Subsidiary; Subsidiary of Caterair Holdings or the Borrower (other than an Immaterial Subsidiary), or OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Specified Subsidiary of Caterair Holdings or the Borrower (other than an Immaterial Subsidiary) commences -92- 100 any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Subsidiary of Caterair Holdings or the Borrower or any Specified (other than an Immaterial Subsidiary; ), or there is commenced against OFSI, Caterair Holdings, the Designated Onex Sub, the Borrower or any Specified Subsidiary of Caterair Holdings or the Borrower (other than an Immaterial Subsidiary) any such proceeding or action that which remains undismissed for a period of 60 days; , or OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Subsidiary of Caterair Holdings or the Borrower or any Specified Subsidiary (other than an Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Subsidiary of Caterair Holdings or the Borrower or any Specified Subsidiary (other than an Immaterial Subsidiary) suffers any appointment of any custodian receivercustodian, liquidator, administrator, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Subsidiary of Caterair Holdings or the Borrower or any Specified Subsidiary (other than an Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate action is taken by OFSI, Caterair Holdings, the Borrower, the Designated Onex Sub or any Subsidiary of Caterair Holdings or the Borrower or any Specified Subsidiary (other than an Immaterial Subsidiary) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary shall that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall, to the extent applicable, commence a voluntary case, case or proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)) or commence analogous case, proceeding, step or procedure in any jurisdiction under any other Debtor Relief Laws; or an involuntary case, case or proceeding or action is commenced against the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in any jurisdiction, and the petition or proceeding is not controverted within 30 days after commencement of the case21 days, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days days, after commencement of the case, proceeding case or actionproceeding; or a custodian (as defined in the Bankruptcy Code), judicial managerreceiver, interim receiver, receiver, receiver -manager, trustee, administrator liquidator, administrator, monitor or similar person officer is appointed for, or takes charge of, all or substantially all of the property of the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; , or the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law Debtor Relief Laws of any jurisdiction whether now or hereafter in effect relating to the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; , or there is commenced against the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary any such proceeding or action that which remains undismissed for a period of 60 days; , or the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is adjudicated adjudicated, or is deemed for the purposes of any applicable law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered against the Company, any other Credit Party or action any other Restricted Subsidiary that is entereda Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary suffers any appointment of any custodian custodian, receiver, receiver interim receiver, receiver-manager, trustee, administrator liquidator, administrator, monitor or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by the Borrower Company, any other Credit Party or any Specified other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable insolvency, debtor relief, or debt adjustment law; or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified 157 Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action, the Borrower or the applicable Specified Subsidiary consents to the institution of such case, proceeding or action prior to such 60-day period, or any order of relief or other order approving any such case, proceeding or action is entered; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower all or any Specified Subsidiary; substantial portion of the property or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is enteredbusiness thereof; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or the like for it or any substantial part of its property or business to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, ," or (b) in the case of the UK Borrower and any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief the bankruptcy and/or insolvency legislation of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action case is commenced against any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator ) or similar person is appointed for, or takes charge of, all or substantially all of the property of any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary; or any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary; or there is commenced against any of the US Borrower, the UK Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or any of the Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of the Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any of Holdings, the US Borrower, the UK Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary of its Subsidiaries and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryof its Subsidiaries; or the Borrower or any Specified Subsidiary of its Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "conservator") of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryof its Subsidiaries; or there any such proceeding is commenced against (a) any Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (b) the Borrower or any Specified Subsidiary of its Subsidiaries (other than any Regulated Insurance Company described in the immediately preceding clause (a)) to the extent such proceeding is consented to by such Person or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (a) any Regulated Insurance Company which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (b) the Borrower or any of its Subsidiaries (other than any Regulated Insurance Company described in the immediately preceding clause (a)) suffers any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Significant Subsidiary shall commence a voluntary case, proceeding or other action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or ” (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Significant Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Significant Subsidiary; or the Borrower or any Specified Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Significant Subsidiary; or there is commenced against the Borrower or any Specified Significant Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Significant Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Significant Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against the Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower SCIS, Caterair or any Specified Subsidiary; Significant Subsidiary of SCIS or the Borrower Caterair, or SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower SCIS, Caterair or any Specified Subsidiary; Significant Subsidiary of SCIS or Caterair, or there is commenced against the Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair any such proceeding or action that which remains undismissed for a period of 60 days; , or the Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair suffers any appointment of any custodian receivercustodian, liquidator, administrator, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower SCIS, Caterair or any Specified Significant Subsidiary of SCIS or Caterair for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary of the Borrower shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effecteffect and applicable, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action involun- tary case is commenced against FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary and of the Borrower and, with respect to any such case commenced under the Bankruptcy Code, the petition is not controverted within 30 days 10 days, or is not dismissed within 60 consecutive days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of FGC, FPFC, FPFC Delaware, the Borrower or any Specified SubsidiarySubsidiary of the Borrower; or FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary of the Borrower commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "conservator") of itself or all or any substantial portion of its property, whether or not confidential) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to FGC, FPFC, FPFC Delaware, the Borrower or any Specified SubsidiarySubsidiary of the Borrower; or there any such proceeding is commenced against FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary any of the Borrower, whether or not such proceeding or action is consented to by such Person but only to the extent that such proceeding remains undismissed for a period of 60 consecutive days; or FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary of the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary of the Borrower suffers any appointment of any custodian receiver, receiver manager, trustee, administrator conservator or the like for it or any substantial part substantially all of its property to continue which continues undischarged or unstayed for a period of 60 consecutive days; or FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary of the Borrower makes a general assignment for the benefit of creditors; or any formal corporate action is taken by FGC, FPFC, FPFC Delaware, the Borrower or any Specified Subsidiary of the Borrower for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries (other than an Immaterial Subsidiary), and the petition is not controverted within 30 days after commencement of the case10 days, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or actionfiling thereof; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower Holdings or any Specified of its Restricted Subsidiaries (other than an Immaterial Subsidiary; or the Borrower ), to operate all or any Specified Subsidiary substantial portion of the business of Holdings or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary), or Holdings or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Holdings or any Specified of its Restricted Subsidiaries (other than an Immaterial Subsidiary; ), or there is commenced against the Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries any such proceeding or action that which remains undismissed for a period of 60 days; days after the filing thereof, or the Borrower Holdings or any Specified Subsidiary of its Restricted Subsidiaries (other than an Immaterial Subsidiary) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Holdings or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary Restricted Subsidiaries (other than an Immaterial Subsidiary) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower Holdings or any Specified Subsidiary for the purpose of effecting any of the foregoing; orits Restricted Subsidiaries (other than an Immaterial Subsidiary) shall fail generally to pay its debts as they become due.

Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or 158 relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”)") or shall consent to the filing of any petition against it under any such law; or an involuntary case, proceeding or action case is commenced against the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the M&G Holdings, Parent, Borrower or any Specified Subsidiaryof the Borrower's Subsidiaries (excluding Insignificant Subsidiaries); or the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the M&G Holdings, Parent, Borrower or any Specified Subsidiaryof the Borrower's Subsidiaries (excluding Insignificant Subsidiaries); or there is commenced against the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) any such proceeding or action that which remains undismissed for a period of 60 days; or the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) makes a general assignment for the benefit of creditors; or any partnership and/or corporate action is taken by the M&G Holdings, Parent, Borrower or any Specified Subsidiary of the Borrower's Subsidiaries (excluding Insignificant Subsidiaries) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “"Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ," as now or hereafter in effect, or any successor thereto (collectively, the “"Bankruptcy Code”"); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Subsidiary of its Subsidiaries and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiaryof its Subsidiaries; or the Borrower or any Specified Subsidiary of its Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservtor or liquidator (collectively, a "conservator") of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryof its Subsidiaries; or there any such proceeding is commenced against (a) any Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (b) the Borrower or any Specified Subsidiary of its Subsidiaries (other than (x) any Regulated Insurance Company described in the immediately preceding clause (a) or (y) any dissolution or liquidation proceeding commenced against a non-Regulated Insurance Company (i) the assets of which do not exceed an aggregate amount of $100,000 and (ii) in connection with the winding-up of such Subsidiary) to the extent such proceeding is consented to by such Person, and in the case of either clause (a) or action that (b) remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (a) any Regulated Insurance Company which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (b) the Borrower or any of its Subsidiaries (other than any Regulated Insurance Company described in the immediately preceding clause (a)) suffers any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Borrower Subsidiary shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ” as now or hereafter in effect, effect or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower or any Specified Borrower Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, and the petition relief is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced ordered against the Borrower or any Specified such Borrower Subsidiary and or the petition is not dismissed within 60 sixty (60) days after the commencement of the such case, proceeding or action; or a custodian trustee (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Borrower Subsidiary; or the Borrower or any Specified Borrower Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment readjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiaryit; or there is commenced against the Borrower or any Specified Borrower Subsidiary any such proceeding or action that which remains undismissed for a period of 60 sixty (60) days; or the Borrower or any Specified Borrower Subsidiary is adjudicated insolvent or bankrupt; or the Borrower or any Borrower Subsidiary fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding, or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Borrower Subsidiary suffers by any act or failure to act indicates its consent to, approval of or acquiescence in any such case or proceeding or in the appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of 60 sixty (60) days; or the Borrower or any Specified Borrower Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Borrower Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower or any Specified Material Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, ” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or applicable foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)thereto; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Material Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Material Subsidiary and the such petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code)custodian, judicial manager, receiver, monitor, sequestrator, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Material Subsidiary; or the Borrower or any Specified Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Material Subsidiary; or there is commenced against the Borrower or any Specified Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Material Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower or any Specified Subsidiary other Credit Party shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, now and hereafter in effect, or any applicable successor statute; or (b) in the case of any Foreign Subsidiary that is a Specified SubsidiaryCredit Party, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary other Credit Party and the petition is not dismissed within 60 days after commencement of the case, proceeding or action or, in connection with any such involuntary proceeding or action, the Borrower or any other Credit Party commences any other proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any other Credit Party; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified SubsidiaryCredit Party; or there is commenced against the Borrower or any Specified Subsidiary other Credit Party any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary other Credit Party suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary other Credit Party makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. The Borrower Borrower, any Guarantor or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable insolvency, debtor relief, or debt adjustment law; or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or Borrower, any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower Guarantor or any Specified Subsidiary and the petition is not dismissed or stayed within 60 days after commencement of the case, proceeding or action, the Borrower, any applicable Guarantor or the applicable Specified Subsidiary consents to the institution of such case, proceeding or action prior to such 60-day period, or any order of relief or other order approving any such case, proceeding or action is entered; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or Borrower, any Specified Subsidiary; or the Borrower Guarantor or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower all or any Specified Subsidiary; substantial portion of the property or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 daysbusiness thereof; or the Borrower or Borrower, any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower Guarantor or any Specified Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or the like for it or any substantial part of its property or business to continue undischarged or unstayed for a period of 60 days; or the Borrower Borrower, any Guarantor or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or;

Bankruptcy, etc. The (a) Any Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or Insolvency Proceeding (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any shall commence a voluntary case, proceeding or action under domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration insolvency reorganization or relief of debtors in effect in legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto thereto, (collectively, the “Bankruptcy Code”); or c) an involuntary case, proceeding or action Insolvency Proceeding is commenced against the any Borrower or any Specified Subsidiary and the petition is not controverted within 30 10 days after commencement of the case, proceeding or actionthereof; or (d) an involuntary case, proceeding or action Insolvency Proceeding is commenced against the any Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or actionthereof; or (e) a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator Creditor Representative or similar person Person is appointed for, or takes charge of, all or substantially all of the property of the any Borrower or any Specified Subsidiary; or the (f) 148 any Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the any Borrower or any Specified Subsidiary; or (g) there is commenced against the any Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the (h) any Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or (i) any order of relief or other order approving any such case or proceeding or action is entered; or the (j) any Borrower or any Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee, administrator Creditor Representative or the like for it or any substantial part of its property Property to continue undischarged or unstayed for a period of 60 days; or the (k) any Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or (l) any corporate action is taken by the any Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower (i) Holdings or any Specified Subsidiary of its Subsidiaries shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case ,” as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action case is commenced against the Borrower Holdings or any Specified Subsidiary of its Subsidiaries and the petition is not controverted within 30 10 days after service of summons, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or (ii) a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person ) is appointed for, or takes charge of, all or substantially all of the property of the Borrower Holdings or any Specified Subsidiary; of its Subsidiaries or the Borrower (iii) Holdings or any Specified Subsidiary of its Subsidiaries commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower Holdings or any Specified Subsidiary; of its Subsidiaries or there is commenced against the Borrower Holdings or any Specified Subsidiary of its Subsidiaries any such proceeding or action that which remains undismissed for a period of 60 days; , or the Borrower (iv) Holdings or any Specified Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or (v) any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower (vi) Holdings or any Specified Subsidiary of its Subsidiaries suffers any appointment of any custodian receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower (vii) Holdings or any Specified Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or (viii) any corporate action is taken by the Borrower Holdings or any Specified Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or (ix) the appointment of a chapter 11 trustee or examiner with expanded powers in any of the Parent Bankruptcy Cases or the conversion of a Parent Bankruptcy Case into a case under chapter 7 of the Bankruptcy Code; or

Bankruptcy, etc. The Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) shall commence a voluntary case, proceeding or action case concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”, or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”)Debtor 109 DB1/ 115371409.4 Relief Law; or an involuntary case, proceeding or action case is commenced against the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) and the petition is not controverted within 30 days 10 days, or is not dismissed within 60 days, after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries); or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) or, for the purposes of United Kingdom law, an administrator or administrative receiver, of itself or all or any substantial portion of its property) any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation liquidation, rehabilitation, supervision, conservatorship or similar law of any jurisdiction jurisdiction, the Bermuda Companies Law or U.K. Insolvency Act whether now or hereafter in effect relating to the Parent Borrower or any Specified Subsidiaryof its Subsidiaries (other than Insignificant Subsidiaries); or there any such proceeding is commenced against (i) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (ii) the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (i)) to the extent such proceeding is consented to by such Person, and in the case of either clause (i) or action that (ii) remains undismissed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or (x) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the Borrower or any Specified Subsidiary business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian receiverconservator or the like for it or any substantial part of its property, receiver manager, trustee, administrator or (y) the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (x)) consents to any appointment of any conservator or the like for it or any substantial part of its property to continue which continues undischarged or unstayed for a period of 60 days; or the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any Specified Subsidiary of its Subsidiaries (other than Insignificant Subsidiaries) for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. The Borrower or any Specified Restricted Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”” or any other applicable insolvency, debtor relief, or debt adjustment law; or (b) in the case of any Foreign Subsidiary that is a Specified Restricted Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Restricted Subsidiary and the petition is not controverted dismissed or stayed within 30 sixty (60) days after commencement of the case, proceeding or action; , the Borrower or an involuntary the applicable Restricted Subsidiary consents to the institution of such case, proceeding or action prior to such sixty (60)-day period, or any order of relief or other order approving any such case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or actionentered; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified SubsidiaryRestricted Subsidiary or all or any substantial portion of the property or business thereof; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Restricted Subsidiary suffers any appointment of any custodian custodian, receiver, receiver manager, trustee, administrator conservator, liquidator, examiner, rehabilitator, administrator, or the like for it or any substantial part of its property or business to continue undischarged or unstayed for a period of 60 sixty (60) days; or the Borrower or any Specified Restricted Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing; or.