Common use of Bankruptcy, etc Clause in Contracts

Bankruptcy, etc. Any Borrower, Guarantor or Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 Borrower, Guarantor or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerThe Company or any Material Subsidiaries shall, Guarantor or Material Subsidiary shall to the extent applicable, commence a voluntary case or proceeding concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”") or commence any analogous case, proceeding, step or procedure under any other Debtor Relief Law of any jurisdiction (including pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or the Insolvency Act of 1986); or an involuntary case or proceeding under the Bankruptcy Code or under any other Debtor Relief Law is commenced against any Borrower, Guarantor the Company or any Material SubsidiarySubsidiary in any jurisdiction, and the petition or proceeding is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the casecase or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver, receiver interim receiver, receiver-manager, monitortrustee, trustee liquidator, administrator, monitor or the like similar officer is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Company or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor the company or any Material Subsidiary is adjudicated adjudicated, or is deemed for purposes of any applicable Debtor Relief Law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor the Company or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver interim receiver, receiver-manager, monitortrustee, or trustee 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 any Borrower, Guarantor the Company or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by any Borrower, Guarantor the Company or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerThe Company or any Material Subsidiaries shall, Guarantor or Material Subsidiary shall to the extent applicable, commence a voluntary case or proceeding concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”) or commence any analogous case, proceeding, step or procedure under any other Debtor Relief Law of any jurisdiction (including pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or the Insolvency Act of 1986); or an involuntary case or proceeding under the Bankruptcy Code or under any other Debtor Relief Law is commenced against any Borrower, Guarantor the Company or any Material SubsidiarySubsidiary in any jurisdiction, and the petition or proceeding is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the casecase or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver, receiver interim receiver, receiver-manager, monitortrustee, trustee liquidator, administrator, monitor or the like similar officer is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Company or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor the company or any Material Subsidiary is adjudicated adjudicated, or is deemed for purposes of any applicable Debtor Relief Law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor the Company or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver interim receiver, receiver-manager, monitortrustee, or trustee 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 any Borrower, Guarantor the Company or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by any Borrower, Guarantor the Company or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any If (i) the U.S. Parent Borrower, Guarantor or Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor Canadian Borrower or any Material Subsidiary commences of the U.S. Parent Borrower shall commence any case, proceeding or other proceeding action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment of debtadjustment, relief of debtorswinding-up, liquidation, dissolution, insolvency composition or other relief with respect to it or its debts (excluding, in each case, the solvent liquidation or similar law reorganization of any jurisdiction Foreign Subsidiary (including other than the Canadian Insolvency LawBorrower) whether now or hereafter in effect relating to any of the U.S. Parent Borrower, Guarantor or any of its Material Subsidiary), or there is commenced against any Borrower(B) seeking appointment of a receiver, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 daysinterim receiver, or any Borrowerreceivers, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief receiver and manager, trustee, custodian, conservator or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or the like similar official for it or for all or any substantial part of its property assets, or the U.S. Parent Borrower, the Canadian Borrower or any Material Subsidiary of the U.S. Parent Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the U.S. Parent Borrower, the Canadian Borrower or any Material Subsidiary of the U.S. Parent Borrower, any case, proceeding or other action of a nature referred to continue undischarged in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or any (iii) there shall be commenced against the U.S. Parent Borrower, Guarantor the Canadian Borrower or any Material Subsidiary makes of the U.S. Parent Borrower any case, proceeding or other action seeking issuance of a general assignment warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the benefit of creditorsentry thereof; or any corporate action is taken by any (iv) the U.S. Parent Borrower, Guarantor the Canadian Borrower or any Material Subsidiary for of the purpose of effecting U.S. Parent Borrower shall take any corporate or other similar organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause (i), (ii), or (iii) above; oror (v) the U.S. Parent Borrower, the Canadian Borrower or any Material Subsidiary of the U.S. Parent Borrower shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due

Bankruptcy, etc. Any Borrower, Guarantor (i) The Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Subsidiary, Subsidiary or any Borrower, Guarantor the Borrower or any Material Subsidiary commences any other proceeding proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Subsidiary, Subsidiary or there is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or (iv) any order of relief or other order approving any such case or proceeding is entered; or (v) the Borrower or any Borrower, Guarantor Material Subsidiary is adjudicated insolvent or bankrupt; or (vi) the Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor (vii) the Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (viii) the Borrower or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Borrower or any Material Subsidiary shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (x) any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower(i) The Company, Guarantor any other Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Borrower, Guarantor the Company or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Company or any Material Subsidiary, Subsidiary or any Borrower, Guarantor the Company or any Material Subsidiary commences any other proceeding proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Company or any of its Material Subsidiary, Subsidiary or there is commenced against any Borrower, Guarantor the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or (iv) any order of relief or other order approving any such case or proceeding is entered; or (v) the Company or any Borrower, Guarantor Material Subsidiary is adjudicated insolvent or bankrupt; or (vi) the Company or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor (vii) the Company or any Material Subsidiary makes a general assignment for the benefit of creditors; or (viii) the Company or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Company or any Material Subsidiary shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (x) any corporate action is taken by any Borrower, Guarantor the Company or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower(a) Holdings, Guarantor any Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto Insolvency Proceeding; (the “Bankruptcy Code”); or b) an involuntary case Insolvency Proceeding is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 days, dismissed or is not dismissed stayed within 60 days, days after commencement of the casethereof; (c) a Creditor Representative or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like similar Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary; (d) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary commences any other proceeding or action under any reorganization, arrangement, composition, adjustment of debt, relief of debtors, dissolution, winding-up, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to Holdings, any Borrower, Guarantor Borrower or any of its Material Subsidiary, or ; (e) there is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary any such proceeding which referred to in clause (d) above or action that remains undismissed or unstayed for a period of 60 days; (f) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary is adjudicated insolvent or bankruptbankrupt by a court of competent jurisdiction; or (g) Holdings, any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 (h) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (i) any corporate action is taken by Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or (j) with respect to the UK Loan Parties (in addition to the preceding provisions of this Section 10.1.5, such provisions not to be deemed to otherwise limit the following): (i) such UK Loan Party suspends or threatens in writing to suspend making payment on any of its debts, is unable or admits in writing its inability to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under Applicable Law; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Loan Party and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 14 days; or (B) in the case of a petition to appoint an administrator, Agent is not satisfied that it will be discharged before it is heard; (iii) any corporate action, legal proceedings or other procedure or step is taken in relation to a composition, compromise, assignment or arrangements with any creditor of a UK Loan Party; (iv) any meeting of any UK Loan Party is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Loan Party passes such a resolution; (v) a petition is presented for the winding-up of any UK Loan Party (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Loan Party; or

Bankruptcy, etc. Any The Borrower, any Guarantor or Material Subsidiary any Affiliated Insurer shall make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantial part of its assets, or shall commence a voluntary case concerning itself any proceeding under Title 11 any bankruptcy, reorganization, arrangement, readjustment of the United States Code entitled “Bankruptcy,” as debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is such proceeding shall have been commenced against any Borrower, any Guarantor or any Material SubsidiaryAffiliated Insurer, and the petition in which an order for relief is not controverted within 10 days, entered or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 dayssixty (60) days or more; or if the Commissioner shall initiate or take action to place Borrower, any Agency Subsidiary or any Affiliated Insurer in receivership, in rehabilitation or under the supervision of any court-appointed trustee or administrator; or if the Commissioner shall place Borrower, Guarantor any Agency Subsidiary or any Material Subsidiary is adjudicated insolvent Affiliated Insurer under any cease and desist order or bankruptother judicial or administrative decree which materially and adversely affects its business or operations; or Borrower or any Guarantor by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order of for relief or other order approving any such case or proceeding is entered; the appointment of a custodian, receiver or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or the like for it or any substantial part of any of its property properties, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged or unstayed for a period of 60 dayssixty (60) days or more; or any Borrower, any Guarantor or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary for the purpose of effecting any of the foregoing; orAffiliated Insurer shall generally not pay its debts as such debts become due.

Bankruptcy, etc. Any Borrower, Guarantor (a) In the event that any entity becomes subject to any proceeding or Material Subsidiary shall commence a voluntary case concerning itself petition under Title 11 of the United States Code entitled “Bankruptcy,” ”, as now or hereafter in effectamended from time to time, or any successor thereto (the “Bankruptcy Code”); statute or an involuntary case is commenced against any Borrower, Guarantor statutes or any Material Subsidiary, rules and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiaryregulations promulgated thereunder, or any Borrowerother federal or state bankruptcy or insolvency law, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolutioncomparable foreign laws relating to bankruptcy, insolvency or liquidation creditors’ rights (such laws, statutes and rules, collectively, “Bankruptcy Laws” and any such proceeding or similar law petition thereunder, a “Bankruptcy Proceeding”), such that Whitehall may have liability or loss under any of the Whitehall Guarantees (each such entity subject to any such Bankruptcy Proceeding, a “Subject Debtor”), each ARC Indemnitor shall pay over to Whitehall (within three (3) Business Days of the receipt thereof) the full amount of any jurisdiction benefits received by any such ARC Indemnitor or its controlled affiliates by virtue of such Bankruptcy Proceeding (including Canadian Insolvency Law) whether now including, without limitation, any distributions received in respect of a plan of reorganization or hereafter in effect so-called “363” or comparable sale, any fees or any other payments from or relating to any Borrower, Guarantor of the Real Property or any direct or indirect interest therein). In addition, each of its Material Subsidiarythe ARC Indemnitors agrees that none of them or their respective controlled affiliates shall (i) directly or indirectly participate in or otherwise provide or originate any so-called “debtor-in-possession financing” to any Subject Debtor, (ii) directly or there is commenced against indirectly cause or permit any Borrower, Guarantor Subject Debtor to solicit or accept any such “debtor-in-possession financing” from any ARC Indemnitor or any Material Subsidiary controlled affiliate thereof, (iii) accept any direct or indirect stock or other equity interest (including any participations, warrants or options) in or any notes, bonds, debentures or other any financial instruments issued by or on behalf of any Subject Debtor (each, a “Retained Interest”) or any other financial benefit (including fees for services) in respect of any Bankruptcy Proceeding or otherwise participate in any so-called “new value plans” (or any comparable transactions) in connection with any such proceeding which remains undismissed Bankruptcy Proceeding and (iv) during the pendency of any such Bankruptcy Proceeding, directly or indirectly cause or permit any Subject Debtor to solicit or accept any equity contributions from any ARC Indemnitor or controlled affiliate of any ARC Indemnitor in return for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief Retained Interest or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or financial benefit (including fees for services). In the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any Borrower, Guarantor or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary for the purpose of effecting event that any of the foregoing; orARC Indemnitors or controlled affiliates receive any Retained Interest despite their respective obligations set forth clauses (iii) and (iv), it shall immediately sell to Whitehall and the Sellers (to be apportioned between them at the direction of Whitehall and the Sellers) all such Retained Interests for an aggregate purchase price equal to ten dollars ($10.00).

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

Bankruptcy, etc. Any Borrower, Guarantor Credit Party or Material Subsidiary any of their respective Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor Credit Party or any Material Subsidiaryof their respective Subsidiaries, and the petition is not controverted within 10 days, or is not dismissed within 60 daysdays after the filing thereof; provided, after commencement however, that during the pendency of the casesuch period, each Lender shall be relieved of its obligation to extend credit hereunder; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor Credit Party or any Material Subsidiaryof their respective Subsidiaries, to operate all or any substantial portion of the business of any Credit Party or any of their respective Subsidiaries, or any Borrower, Guarantor Credit Party or any Material Subsidiary of their respective Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency insolvency, bankruptcy or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor Credit Party or any of its Material Subsidiarytheir respective Subsidiaries (including any Canadian Insolvency Law), or there is commenced against any Borrower, Guarantor Credit Party or any Material Subsidiary of their respective Subsidiaries any such proceeding which remains undismissed for a period of 60 daysdays after the filing thereof, or any Borrower, Guarantor Credit Party or any Material Subsidiary of their respective Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, a receiver, receiver manager, administrator, custodian, monitor, or trustee or the like other similar official is appointed for it or for any substantial part portion of its property to continue undischarged or unstayed for a period of 60 daysassets; or any Borrower, Guarantor Credit Party or any Material Subsidiary of their respective Subsidiaries makes a general assignment for the benefit of creditors; or any corporate Business action is taken by any Borrower, Guarantor Credit Party or any Material Subsidiary of their respective Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor Holdings or Material Subsidiary any of its Restricted Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” ”, as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor Holdings or any Material Subsidiaryof its Restricted Subsidiaries, and the petition is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver receiver-manager, monitortrustee, trustee or the like monitor is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor Holdings or any Material Subsidiaryof its Restricted Subsidiaries, or any Borrower, Guarantor Holdings or any Material Subsidiary of its Restricted Subsidiaries commences any other proceeding under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor Holdings or any of its Material SubsidiaryRestricted Subsidiaries (including without limitation with respect to the Canadian Borrower or any Canadian Subsidiary Guarantor under any Canadian Insolvency Law), or there is commenced against any Borrower, Guarantor Holdings or any Material Subsidiary of its Restricted Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor Holdings or any Material Subsidiary of its Restricted Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Holdings or any Material Subsidiary of its Restricted Subsidiaries suffers any appointment of any custodian, receiver, receiver receiver-manager, monitortrustee, or trustee 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 any Borrower, Guarantor Holdings or any Material Subsidiary of its Restricted Subsidiaries makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by any Borrower, Guarantor Credit Agreement Party or any Material Subsidiary of their Restricted Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower(a) Holdings, Guarantor any Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto Insolvency Proceeding; (the “Bankruptcy Code”)b) [Reserved]; or (c) an involuntary case Insolvency Proceeding is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 daysdays after commencement thereof; (d) an involuntary Insolvency Proceeding is commenced against Holdings, any Borrower or any Material Subsidiary and the petition is not dismissed or stayed within 60 days, days after commencement of the casethereof; (e) a Creditor Representative or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like similar Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary; (f) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary commences any other proceeding or action under any reorganization, arrangement, composition, adjustment of debt, relief of debtors, dissolution, winding-up, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to Holdings, any Borrower, Guarantor Borrower or any of its Material Subsidiary, or ; (g) there is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary any such proceeding which referred to in clause (f) above or action that remains undismissed or unstayed for a period of 60 days; (h) Holdings, or any Borrower, Guarantor Borrower or any Material 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) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 (k) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (l) any corporate action is taken by Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor Borrower or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor Borrower or any Material Subsidiaryof its Subsidiaries, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor Borrower or any Material Subsidiaryof its Subsidiaries, or any Borrower, Guarantor Borrower or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor Borrower or any of its Material SubsidiarySubsidiaries, or there is commenced against any Borrower, Guarantor Borrower or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor Borrower or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Borrower or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 Borrower, Guarantor Borrower or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor Borrower or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor Parent or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor Parent or any Material Subsidiaryof its Subsidiaries, and the petition is not controverted within 10 days, or is not dismissed within 60 days45 days after the filing thereof, after commencement provided, however, that during the pendency of the casesuch period, each Lender shall be relieved of its obligation to extender credit hereunder; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor Parent or any Material Subsidiaryof its Subsidiaries, to operate all or any substantial portion of the business of Parent or any of its Subsidiaries, or any Borrower, Guarantor Parent or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor Parent or any of its Material SubsidiarySubsidiaries, or there is commenced against any Borrower, Guarantor Parent or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days45 days after the filing thereof, or any Borrower, Guarantor Parent or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Parent or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 Borrower, Guarantor or any Material Subsidiary Subsidiaries makes a general assignment for the benefit of creditors; or any corporate Company action is taken by any Borrower, Guarantor Parent or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Holdings, the Borrower, Guarantor the Canadian Borrower or Material any Specified Subsidiary shall commence a voluntary case 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, insolvency reorganization or relief of debtors 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 case, proceeding or action is commenced against any Holdings, the Borrower, Guarantor the Canadian Borrower or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 daysdays after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower, the Canadian 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), receiver, receiver manager, monitortrustee, trustee liquidator or the like similar person is appointed for, or takes charge of, all or substantially all any substantial part of the property of any Holdings, the Borrower, Guarantor the Canadian Borrower or any Material SubsidiarySpecified Subsidiary and such appointment continues undischarged or unstayed for a period of 60 days; or Holdings, the Borrower, the Canadian Borrower or any Borrower, Guarantor or any Material Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, adjustment of debt, winding up, relief of debtors, dissolution, receivership, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Holdings, the Borrower, Guarantor the Canadian Borrower or any of its Material Specified Subsidiary, ; or there is commenced against any Holdings, the Borrower, Guarantor the Canadian Borrower or any Material Specified Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days; or Holdings, the Borrower, the Canadian Borrower or any Borrower, Guarantor or any Material 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 Holdings, the Borrower, Guarantor the Canadian Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 Borrower, Guarantor or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Holdings, the Borrower, Guarantor the Canadian Borrower or any Material Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor PESCO or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”"); or an involuntary case is commenced against any Borrower, Guarantor PESCO or any Material Subsidiaryof its Subsidiaries, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor PESCO or any Material Subsidiaryof its Subsidiaries, or any Borrower, Guarantor PESCO or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor PESCO or any of its Material SubsidiarySubsidiaries, or there is commenced against any Borrower, Guarantor PESCO or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor PESCO or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor PESCO or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor PESCO or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor PESCO or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any There shall have been entered against the Borrower, Guarantor Ormat Holding Corp., the Sponsor or Material Subsidiary shall commence ENEL a voluntary case concerning itself under Title 11 of decree or order by a court adjudging the United States Code entitled “Bankruptcy,” as now Borrower or hereafter in effectsuch other Person bankrupt or insolvent, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the approving as properly filed a petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any seeking reorganization, arrangement, adjustment or composition of debt, relief or in respect of debtors, dissolution, insolvency the Borrower or liquidation or similar law of such Person under any jurisdiction (including Canadian Insolvency Applicable Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief appointing a receiver, liquidator, assignee, trustee, sequestrator, special manager or administrator (or other order approving any similar official) of the Borrower or such case Person or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 and the Borrower or such other Person (w) fails to continue undischarged obtain the dismissal or unstayed stay on appeal of any such proceeding or arrangement within forty-five (45) days of the commencement thereof against it or (x) any other procedure for a period the relief of 60 daysfinancially distressed debtors is instituted against it and is not dismissed within forty-five (45) days of such commencement; or the institution by the Borrower or such other Person of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it; or the filing by it of a petition or answer or consent seeking reorganization or debt relief under any BorrowerApplicable Law; or the consent by it to the filing of any such petition or to the appointment of a receiver, Guarantor liquidator, assignee, trustee, sequestrator, special manager or administrator (or other similar official) of the Borrower or any Material Subsidiary makes a general such other Person or of any substantial part of its property; or the making by it of an assignment or an arrangement 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 Ormat Holding Corp., the Sponsor or ENEL; or any corporate action is taken by any Borrowerthe Borrower or Ormat Holding Corp., Guarantor the Sponsor or any Material Subsidiary ENEL for the purpose of effecting any of the foregoing; orprovided that any reorganization or reconstruction of a company while solvent with the prior consent of the Lender, such consent not to be unreasonably withheld or delayed, shall not be held to constitute any event mentioned in this paragraph; and provided, further, that (a) in connection with any other Person, no Event of Default shall be declared under this Section 6.05 if (y) 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 (z) in the reasonable judgment of the Lender, such Event of Default has not had and is not reasonably likely to have a Material Adverse Effect.

Bankruptcy, etc. Any Borrower, Guarantor or Material Subsidiary The Borrower shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” ", as now or hereafter here after in effect, or any successor thereto (the “"Bankruptcy Code”"); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, the Borrower and the petition is not controverted within 10 20 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any the Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary the Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any the Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary the Borrower any such proceeding which is not controverted within 20 days or remains undismissed for a period of 60 days, ; or any Borrower, Guarantor or any Material Subsidiary the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary the Borrower suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor or any Material Subsidiary the Borrower makes a general assignment for the benefit of creditors; or any corporate cor- porate action is taken by any Borrower, Guarantor or any Material Subsidiary the Borrower for the purpose of effecting any of the foregoing; orthen, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Lender may, at its sole discretion, but subject to (and only to the extent permitted by) the Subordination Agreement, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement: (i) declare the Lender's obligation to advance the Loan or any portion thereof terminated; and (ii) declare the principal of and any accrued interest in respect of the Loan and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Bankruptcy, etc. Any Borrower, Guarantor (i) The Borrower or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself any case, proceeding or other action (A) under Title 11 any existing or future law of the United States Code entitled “Bankruptcy,” as now any jurisdiction, domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or any successor thereto (the “Bankruptcy Code”); seeking to adjudicate it a bankrupt or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the petition is not controverted within 10 daysinsolvent, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any seeking reorganization, arrangement, adjustment of debtadjustment, relief of debtorswinding-up, liquidation, dissolution, insolvency composition or liquidation other relief with respect to it or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiarydebts, or there is commenced against any Borrower(B) seeking appointment of a receiver, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 daystrustee, or any Borrowercustodian, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief conservator or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or the like similar official for it or for all or any substantial part of its property assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to continue in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment which is not vacated, dismissed or stayed pending appeal within 60 days or (B) remains undismissed, undischarged or unstayed unbonded for a period of 60 days; or any Borrower, Guarantor (iii) there shall be commenced against the Borrower or any Material Subsidiary makes of its Subsidiaries any case, proceeding or other action seeking issuance of a general assignment for the benefit warrant of creditors; attachment, execution, distraint or similar process against all or any corporate action is taken by substantial part of its assets that results in the entry of an order for any Borrowersuch relief that shall not have been vacated, Guarantor discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) the Borrower or any Material Subsidiary for the purpose of effecting its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause (i), (ii), or (iii) above; or

Bankruptcy, etc. Any Borrower(i) The Company, Guarantor any other Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Borrower, Guarantor the Company or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 days, thirty days or is not dismissed within 60 sixty days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Company or any Material Subsidiary, Subsidiary or any Borrower, Guarantor the Company or any Material Subsidiary commences any other proceeding proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Company or any of its Material Subsidiary, Subsidiary or there is commenced against any Borrower, Guarantor the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 sixty days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or (iv) any order of relief or other order approving any such case or proceeding is entered; or (v) the Company or any Borrower, Guarantor Material Subsidiary is adjudicated insolvent or bankrupt; or (vi) the Company or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 sixty days; or any Borrower, Guarantor (vii) the Company or any Material Subsidiary makes a general assignment for the benefit of creditors; or (viii) the Company or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Company or any Material Subsidiary shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (x) any corporate action is taken by any Borrower, Guarantor the Company or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”)) or an equivalent statute under the laws of Canada or any province thereof; or an involuntary case is commenced against any Borrower, Guarantor a Borrower or any of the Material Subsidiary, Subsidiaries and the petition is not controverted within 10 30 days, or is not dismissed within 60 45 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee ) or equivalent appointee under the like laws of Canada or any province thereof is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor a Borrower or any of the Material Subsidiary, Subsidiaries; or any Borrower, Guarantor of the Borrowers or any a Material Subsidiary 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 proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor a Borrower or any of its the Material Subsidiary, Subsidiaries; or there any such proceeding is commenced against any Borrower, Guarantor a Borrower or any of the Material Subsidiary any Subsidiaries to the extent such proceeding which is consented to by such person or remains undismissed for a period of 60 45 days, ; or a Borrower or any Borrower, Guarantor or any of the Material Subsidiary Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 45 days; or any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries makes a general assignment for the benefit of creditors; or any corporate (or similar organizational) action is taken by any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerThe Borrower or any of its Material ---------------- Subsidiaries, Guarantor or Material Subsidiary if any, shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” ", as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”"); or an involuntary case is commenced against any Borrower, Guarantor the Borrower or any of its Material SubsidiarySubsidiaries, if any, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any of its Material SubsidiarySubsidiaries, if any; or the Borrower or any Borrowerof its Material Subsidiaries, Guarantor or any Material Subsidiary if any, commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material SubsidiarySubsidiaries, if any; or there is commenced against any Borrower, Guarantor the Borrower or any of its Material Subsidiary Subsidiaries, if any, any such proceeding which remains undismissed for a period of 60 days, ; or the Borrower or any Borrowerof its Material Subsidiaries, Guarantor or any Material Subsidiary if any, is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; the Borrower or any Borrowerof its Material Subsidiaries, Guarantor or any Material Subsidiary if any, suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor the Borrower or any of its Material Subsidiary Subsidiaries, if any, makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor the Borrower or any of its Material Subsidiary Subsidiaries, if any, for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower(a) Holdings, Guarantor any Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto Insolvency Proceeding; (the “Bankruptcy Code”)b) [Reserved]; or (c) an involuntary case Insolvency Proceeding is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 daysdays after commencement thereof; (d) an involuntary Insolvency Proceeding is commenced against Holdings, any Borrower or any Material Subsidiary and the petition is not dismissed or stayed within 60 days, days after commencement of the casethereof; (e) a Creditor Representative or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like similar Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary; (f) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary commences any other proceeding or action under any reorganization, arrangement, composition, adjustment of debt, relief of debtors, dissolution, winding-up, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to Holdings, any Borrower, Guarantor Borrower or any of its Material Subsidiary, or ; (g) there is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary any such proceeding which referred to in clause (f) above or action that remains undismissed or unstayed for a period of 60 days; (h) Holdings, or any Borrower, Guarantor Borrower or any Material 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) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 (k) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (l) any corporate action is taken by Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, The Guarantor or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”)"; or an involuntary case is commenced against any Borrower, the Guarantor or any Material Subsidiary, of its Subsidiaries and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, the Guarantor or any Material Subsidiaryof its Subsidiaries, or any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, the Guarantor or any of its Material SubsidiarySubsidiaries, or there is commenced against any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of or relief or other order approving any such case or proceeding is entered; or any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any partnership and/or corporate action is taken by any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor (i) The Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Subsidiary, Subsidiary or any Borrower, Guarantor the Borrower or any Material Subsidiary commences any other proceeding proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Subsidiary, Subsidiary or there is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or (iv) any order of relief or other order approving any such case or proceeding is entered; or (v) the Borrower or any Borrower, Guarantor Material Subsidiary is adjudicated insolvent or bankrupt; or (vi) the Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor (vii) the Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (viii) the Borrower or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Borrower or any Material Subsidiary shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (x) any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. Any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”"BANKRUPTCY CODE"); or an involuntary case is commenced against any Borrower, Guarantor a Borrower or any of the Material Subsidiary, Subsidiaries and the petition is not controverted within 10 30 days, or is not dismissed within 60 45 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor a Borrower or any of the Material SubsidiarySubsidiaries; or either of the Borrowers or any of the Material Subsidiaries commences (including by way of applying for or consenting to the appointment of, or any Borrowerthe taking of possession by, Guarantor a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "CONSERVATOR") of itself or all or any Material Subsidiary commences substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor a Borrower or any of its the Material Subsidiary, Subsidiaries; or there any such proceeding is commenced against any Borrower, Guarantor a Borrower or any of the Material Subsidiary any Subsidiaries to the extent such proceeding which is consented to by such person or remains undismissed for a period of 60 45 days, ; or a Borrower or any Borrower, Guarantor or any of the Material Subsidiary Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 45 days; or any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries makes a general assignment for the benefit of creditors; or any corporate (or similar organizational) action is taken by any Borrower, Guarantor a Borrower or any of the Material Subsidiary Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor The Borrower or Material any Specified Subsidiary shall commence a voluntary case 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, insolvency reorganization or relief of debtors legislation of its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (the laws referenced in clause (a) and clause (b), the “Bankruptcy Code”); or an involuntary case case, proceeding or action is commenced against any Borrower, Guarantor of the Borrower or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 daysdays after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against any of 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), ) receiver, receiver manager, monitor, trustee or the like similar person is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor of the Borrower or any Material Specified Subsidiary, ; or any Borrower, Guarantor of the Borrower or any Material 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 (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor of the Borrower or any of its Material Specified Subsidiary, ; or there is commenced against any Borrower, Guarantor of the Borrower or any Material Specified Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days, ; or any Borrower, Guarantor of the Borrower or any Material 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 Borrower, Guarantor of the Borrower or any Material Specified Subsidiary suffers any appointment of any custodian, custodian receiver, receiver manager, monitor, or 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 Borrower, Guarantor of the Borrower or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor of the Borrower or any Material Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any a Borrower, Guarantor GTG Intangible or any of the Material Subsidiary Subsidiaries of a Borrower or GTG Intangible shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”)) or an equivalent statute under the laws of Canada or any province thereof; or an involuntary case is commenced against any a Borrower, Guarantor GTG Intangible or any of the Material Subsidiary, Subsidiaries of a Borrower or GTG Intangible and the petition is not controverted within 10 30 days, or is not dismissed within 60 45 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee ) or equivalent appointee under the like laws of Canada or any province thereof is appointed for, or takes charge of, all or substantially all of the property of any a Borrower, Guarantor GTG Intangible or any of the Material SubsidiarySubsidiaries of a Borrower or GTG Intangible; or any of the Borrowers, GTG Intangible or a Material Subsidiary of a Borrower or GTG Intangible commences (including by way of applying for or consenting to the appointment of, or any Borrowerthe taking of possession by, Guarantor a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) of itself or all or any Material Subsidiary commences substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any a Borrower, Guarantor GTG Intangible or any of its the Material Subsidiary, Subsidiaries of a Borrower or there GTG Intangible; or any such proceeding is commenced against any a Borrower, Guarantor GTG Intangible or any of the Material Subsidiary any Subsidiaries of a Borrower or GTG Intangible to the extent such proceeding which is consented to by such person or remains undismissed for a period of 60 45 days; or a Borrower, GTG Intangible or any Borrower, Guarantor of the Material Subsidiaries of a Borrower or any Material Subsidiary GTG Intangible is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any a Borrower, Guarantor GTG Intangible or any of the Material Subsidiary Subsidiaries of a Borrower or GTG Intangible suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 45 days; or any a Borrower, Guarantor GTG Intangible or any of the Material Subsidiary Subsidiaries of a Borrower or GTG Intangible makes a general assignment for the benefit of creditors; or any corporate (or similar organizational) action is taken by any a Borrower, Guarantor GTG Intangible or any of the Material Subsidiary Subsidiaries of a Borrower or GTG Intangible for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor or Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, (i) Lessee or any successor thereto (Lessee Affiliate consents to the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any a custodian, receiver, receiver manager, monitortrustee or liquidator of itself or all or any material part of Lessee's property or Lessee's consolidated property, or trustee or the like for it Lessee or any substantial part of Lessee Affiliate admits in writing its property to continue undischarged inability to, or unstayed for a period of 60 days; is unable to, or any Borrowerdoes not, Guarantor pay its debts generally as they come due, or any Material Subsidiary makes a general assignment for the benefit of creditors; , or Lessee or any Lessee Affiliate files a voluntary petition in bankruptcy or a voluntary petition seeking reorganization in a proceeding under any bankruptcy or insolvency Laws (as now or hereafter in effect) or any answer admitting the material allegations of a petition filed against Lessee or any Lessee Affiliate in any such proceeding, or Lessee or any Lessee Affiliate by voluntary petition, answer or consent seeks relief under the provisions of any other bankruptcy, insolvency or other similar Law providing for the reorganization or winding-up of corporations, or provides for an agreement, composition, extension or adjustment with its creditors, or any corporate action (including, without limitation, any board of directors or shareholder action) is taken by any Borrower, Guarantor Lessee or any Material Subsidiary for the purpose Lessee Affiliate in furtherance of effecting any of the foregoing, whether or not the same is fully effected or accomplished; or (ii) an order, judgment or decree is entered by any court appointing, without the consent of Lessee or any Lessee Affiliate, a custodian, receiver, trustee or liquidator of Lessee or any Lessee Affiliate, or of all or any material part of Lessee's property or Lessee's consolidated property is sequestered, and any such order, judgment or decree of appointment or sequestration remains in effect, undismissed, unstayed or unvacated for a period of 30 days after the date of entry thereof of at any time an order for relief is granted; or (iii) an involuntary petition against Lessee or any Lessee Affiliate in a proceeding under the United States Federal Bankruptcy Laws or other insolvency Laws (as now or hereafter in effect) is filed and is not withdrawn or dismissed within 30 days thereafter or at any time an order for relief is granted in such proceeding, or if, under the provisions of any Law providing for reorganization or winding-up of corporations which may apply to Lessee or any Lessee Affiliate, any court of competent jurisdiction assumes jurisdiction over, or custody or control of, Lessee or any Lessee Affiliate or of all or any material part of Lessee's property, or Lessee's consolidated property and such jurisdiction, custody or control remains in effect, unrelinquished, unstayed or unterminated for a period of 30 days or at any time an order for relief is granted in such proceeding; or

Bankruptcy, etc. Any BorrowerSNIG, Guarantor the Borrower or Material Subsidiary any of their respective Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”"); or an involuntary case is commenced against any BorrowerSNIG, Guarantor the Borrower or any Material Subsidiary, of their respective Subsidiaries and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any BorrowerSNIG, Guarantor the Borrower or any Material Subsidiaryof their respective Subsidiaries; or SNIG, the Borrower or any of their respective Subsidiaries commences (including by way of applying for or consenting to the appointment of, or any Borrowerthe taking of possession by, Guarantor a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "conservator") of itself or all or any Material Subsidiary commences substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any BorrowerSNIG, Guarantor the Borrower or any of its Material Subsidiary, their respective Subsidiaries; or there any such proceeding is commenced against (a) any BorrowerRegulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States, Guarantor or (b) SNIG, the Borrower or any Material of their respective 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 Subsidiary any (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 which is consented to by such Person, and in the case of either clause (a) or (b) remains undismissed for a period of 60 days; or SNIG, the Borrower or any Borrower, Guarantor or any Material Subsidiary of their respective Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or (a) any Borrower, Guarantor or any Material Subsidiary Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian, receiver, receiver manager, monitorconservator or the like for it or any substantial part of its property, or trustee (b) SNIG, the Borrower or any of their respective 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 any BorrowerSNIG, Guarantor the Borrower or any Material Subsidiary of their respective Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by any BorrowerSNIG, Guarantor the Borrower or any Material Subsidiary of their respective Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor or Material Subsidiary The Borrower shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” ", as now or hereafter here after in effect, or any successor thereto (the “"Bankruptcy Code”"); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, the Borrower and the petition is not controverted within 10 20 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any the Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary the Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any the Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary the Borrower any such proceeding which is not controverted within 20 days or remains undismissed for a period of 60 days, ; or any Borrower, Guarantor or any Material Subsidiary the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary the Borrower suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor or any Material Subsidiary the Borrower makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary the Borrower for the purpose of effecting any of the foregoing; orthen, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Lender may, at its sole discretion, but subject to (and only to the extent permitted by) the Subordination Agreement, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement: (i) declare the Lender's obligation to advance the Loan or any portion thereof terminated; and (ii) declare the principal of and any accrued interest in respect of the Loan and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Bankruptcy, etc. Any Borrower(a) Holdings, Guarantor any Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto Insolvency Proceeding; (the “Bankruptcy Code”); or b) an involuntary case Insolvency Proceeding is 211 commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 days, dismissed or is not dismissed stayed within 60 days, days after commencement of the casethereof; (c) a Creditor Representative or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like similar Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary; (d) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary commences any other proceeding or action under any reorganization, arrangement, composition, adjustment of debt, relief of debtors, dissolution, winding-up, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to Holdings, any Borrower, Guarantor Borrower or any of its Material Subsidiary, or ; (e) there is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary any such proceeding which referred to in clause (d) above or action that remains undismissed or unstayed for a period of 60 days; (f) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary is adjudicated insolvent or bankruptbankrupt by a court of competent jurisdiction; or (g) Holdings, any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 (h) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (i) any corporate action is taken by Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or (j) with respect to the UK Loan Parties (in addition to the preceding provisions of this Section 10.1.5, such provisions not to be deemed to otherwise limit the following): (i) such UK Loan Party suspends or threatens in writing to suspend making payment on any of its debts, is unable or admits in writing its inability to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under Applicable Law; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court) or receiver or other similar officer of, or for the making of an administration order in respect of, any UK Loan Party and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 14 days; or (B) in the case of a petition to appoint an administrator, Agent is not satisfied that it will be discharged before it is heard; (iii) any corporate action, legal proceedings or other procedure or step is taken in relation to a composition, compromise, assignment or arrangements with any creditor of a UK Loan Party; (iv) any meeting of any UK Loan Party is convened for the purpose of considering any resolution for (or to petition for) its winding up or any UK Loan Party passes such a resolution; (v) a petition is presented for the winding-up of any UK Loan Party (other than a frivolous or vexatious petition discharged within 14 days of being presented or any other petition which is contested on bona fide grounds and discharged at least 7 days before its hearing date); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy or insolvency of any UK Loan Party; or

Bankruptcy, etc. Any (i) Borrower, Guarantor Parent, Managing Member, Xxxxxxx Xxxxx or Material Subsidiary Blackacre shall commence a voluntary case concerning itself any case, proceeding or other action (A) under Title 11 any existing or future law of the United States Code entitled “Bankruptcy,” as now any jurisdiction, domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or any successor thereto (the “Bankruptcy Code”); seeking to adjudicate it a bankrupt or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the petition is not controverted within 10 daysinsolvent, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any seeking reorganization, arrangement, adjustment of debtadjustment, relief of debtorswinding-up, liquidation, dissolution, insolvency composition or liquidation other relief with respect to it or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiarydebts, or there is commenced against any Borrower(B) seeking appointment of a receiver, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 daystrustee, or any Borrowercustodian, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief conservator or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or the like similar official for it or for all or any substantial part of its property to continue undischarged assets, or unstayed for a period of 60 days; or any Borrower, Guarantor Parent, Managing Member, Xxxxxxx Xxxxx or any Material Subsidiary makes Blackacre shall make a general assignment for the benefit of its creditors; or any corporate action is taken by any (ii) there shall be commenced against Borrower, Guarantor Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any Material Subsidiary such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the purpose entry of effecting an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre shall take any action, corporate or otherwise, in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause (i), (ii), or (iii) above; oror (v) Borrower,

Bankruptcy, etc. Any Borrower, The Guarantor or Material any Significant Subsidiary shall commence a voluntary case case, proceeding or other action concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case case, proceeding or action is commenced against any Borrower, the Guarantor or any Material Subsidiary, Significant Subsidiary and the petition is not controverted within 10 days, or is not dismissed within 60 days, days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy such Code), judicial manager, receiver, receiver manager, monitortrustee, trustee administrator or the like similar person is appointed for, or takes charge of, all or substantially all of the property of any Borrower, the Guarantor or any Material Significant Subsidiary, ; or any Borrower, the Guarantor or any Material Significant Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency insolvency, administration or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, the Guarantor or any of its Material Significant Subsidiary, ; or there is commenced against any Borrower, the Guarantor or any Material Significant Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days, ; or any Borrower, the Guarantor or any Material 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 any Borrower, the Guarantor or any Material Significant Subsidiary suffers any appointment of any custodian, custodian receiver, receiver manager, monitortrustee, or 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 Borrower, the Guarantor or any Material Significant Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, the Guarantor or any Material Significant Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerThe Borrower or any Material Subsidiaries shall, Guarantor or Material Subsidiary shall to the extent applicable, commence a voluntary case or proceeding concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”") or commence any analogous case, proceeding, step or procedure under any other Debtor Relief Law of any jurisdiction (including pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or the Insolvency Act of 1986); or an involuntary case or proceeding under the Bankruptcy Code or under any other Debtor Relief Law is commenced against any Borrower, Guarantor the Borrower or any Material SubsidiarySubsidiary in any jurisdiction, and the petition or proceeding is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the casecase or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver, receiver interim receiver, receiver-manager, monitortrustee, trustee liquidator, administrator, monitor or the like similar officer is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor the Borrower or any Material Subsidiary is adjudicated adjudicated, or is deemed for purposes of any applicable Debtor Relief Law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor the Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver interim receiver, receiver-manager, monitortrustee, or trustee 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 any Borrower, Guarantor the Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by any Borrower, Guarantor the Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor The Borrower or Material any Specified Subsidiary shall commence a voluntary case case, proceeding or action concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case case, proceeding or action is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 daysdays 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, days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy 104 Code), ) receiver, receiver manager, monitor, trustee or the like similar person is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Specified Subsidiary, ; or the Borrower or any Borrower, Guarantor or any Material 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 (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Specified Subsidiary, ; or there is commenced against any Borrower, Guarantor the Borrower or any Material Specified Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days, ; or the Borrower or any Borrower, Guarantor or any Material 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 Borrower, Guarantor the Borrower or any Material Specified Subsidiary suffers any appointment of any custodian, custodian receiver, receiver manager, monitor, or 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 Borrower, Guarantor the Borrower or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, The Guarantor or Material Subsidiary any of its Subsidiaries shall ---------------- commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”)"; or an involuntary case is commenced against any Borrower, the Guarantor or any Material Subsidiary, of its Subsidiaries and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, the Guarantor or any Material Subsidiaryof its Subsidiaries, or any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, the Guarantor or any of its Material SubsidiarySubsidiaries, or there is commenced against any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of or relief or other order approving any such case or proceeding is entered; or any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any partnership and/or corporate action is taken by any Borrower, the Guarantor or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor The Borrower or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”)) or a proceeding under any Canadian Insolvency Law; or an involuntary case or proceeding is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, of its Subsidiaries and the petition or proceeding is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the casecase or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, court appointed monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Subsidiary, of its Subsidiaries; or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Subsidiary, Subsidiaries; or there is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, ; or the Borrower or any Borrower, Guarantor or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any an order of for relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor the Borrower or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, court appointed monitor, or 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 Borrower, Guarantor the Borrower or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerHoldings, U.S. Holdings, U.S. XxxXx, the Borrower or any Subsidiary Guarantor or Material Subsidiary shall commence a voluntary case case, proceeding or action concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case case, proceeding or action is commenced against any BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any Material Subsidiary, Subsidiary Guarantor and the petition is not controverted within 10 daysdays after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any Subsidiary Guarantor 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), receiver, receiver manager, monitor, trustee or the like similar 104 CREDIT AGREEMENT person is appointed for, or takes charge of, all or substantially all of the property of any BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any Material SubsidiarySubsidiary Guarantor; or Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any Borrower, Subsidiary Guarantor or any Material 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 (including Canadian Insolvency Lawany applicable corporate legislation) whether now or hereafter in effect relating to any BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any of its Material Subsidiary, Subsidiary Guarantor; or there is commenced against any BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any Material Subsidiary Guarantor any such proceeding which or action that remains undismissed for a period of 60 days; or Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any Borrower, Subsidiary Guarantor or any 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 any BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any Material Subsidiary Guarantor suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any Material Subsidiary Guarantor makes a general assignment for the benefit of creditors; or any corporate action is taken by any BorrowerHoldings, Guarantor U.S. Holdings, U.S. XxxXx, the Borrower or any Material Subsidiary Guarantor for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor The Company or any of its Subsidiaries or Material Subsidiary Joint Ventures shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”"); , or an involuntary case is commenced against any Borrower, Guarantor the Company or any of its Subsidiaries or any such Material Subsidiary, Joint Ventures and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Company or any Material Subsidiary, of its Subsidiaries or any Borrower, Guarantor such Material Joint Ventures or the Company or any of its Subsidiaries or any such Material Subsidiary Joint Ventures commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Company or any of its Subsidiaries or any such Material SubsidiaryJoint Ventures, or there is commenced against any Borrower, Guarantor the Company or any of its Subsidiaries or any such Material Subsidiary Joint Ventures any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor the Company or any of its Subsidiaries or any such Material Subsidiary Joint Ventures is adjudicated insolvent or bankrupt; , or any order of relief or other order approving any such case or proceeding is entered; entered and is not vacated or stayed within 60 days, or the Company or any Borrower, Guarantor of its Subsidiaries or any such Material Subsidiary Joint Ventures suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Company or any Borrower, Guarantor of its Subsidiaries or any such Material Subsidiary Joint Ventures makes a general assignment for the benefit of creditors; , or any partnership and/or corporate action is taken by any Borrower, Guarantor the Company or any of its Subsidiaries or any such Material Subsidiary Joint Ventures for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower(a) Holdings, Guarantor any Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto Insolvency Proceeding; (the “Bankruptcy Code”)b) [Reserved]; or (c) an 158 involuntary case Insolvency Proceeding is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 daysdays after commencement thereof; (d) an involuntary Insolvency Proceeding is commenced against Holdings, any Borrower or any Material Subsidiary and the petition is not dismissed or stayed within 60 days, days after commencement of the casethereof; (e) a Creditor Representative or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like similar Person is appointed for, or takes charge of, all or substantially all of the property of Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary; (f) Holdings, or any Borrower, Guarantor Borrower or any Material Subsidiary commences any other proceeding or action under any reorganization, arrangement, composition, adjustment of debt, relief of debtors, dissolution, winding-up, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to Holdings, any Borrower, Guarantor Borrower or any of its Material Subsidiary, or ; (g) there is commenced against Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary any such proceeding which referred to in clause (f) above or action that remains undismissed or unstayed for a period of 60 days; (h) Holdings, or any Borrower, Guarantor Borrower or any Material 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) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 (k) Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (l) any corporate action is taken by Holdings, any Borrower, Guarantor Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, The Guarantor or Material any Specified Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”"BANKRUPTCY CODE"); or an involuntary case is commenced against any Borrower, the Guarantor or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 days, days after commencement of the case; or an involuntary case is commenced against the Guarantor or any Specified Subsidiary and the petition is not dismissed within 60 days, days after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, the Guarantor or any Material Specified Subsidiary, ; or any Borrower, the Guarantor or any Material Specified Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, the Guarantor or any of its Material Specified Subsidiary, ; or there is commenced against any Borrower, the Guarantor or any Material Specified Subsidiary any such proceeding which that remains undismissed for a period of 60 days, ; or any Borrower, the Guarantor or any Material Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, the Guarantor or any Material Specified Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, the Guarantor or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, the Guarantor or any Material Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any The Borrower, any Guarantor or Material any Subsidiary shall commence a voluntary case case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy,” (the “Bankruptcy Code”); or (b) in the case of any Foreign Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors, in each case as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”)thereto; or an involuntary case case, proceeding or action is commenced against any the Borrower, any Guarantor or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 days, or is not dismissed within 60 days, days after commencement of the case; , proceeding or a custodian (as defined action or, in the Bankruptcy Code)connection with any such involuntary proceeding or action, receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, any Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material 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 (including Canadian Insolvency Law) whether now or hereafter in effect relating to any the Borrower, any Guarantor or any Subsidiary; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, trustee or similar person is appointed for, or takes charge of, all or substantially all of its Material the property of the Borrower, any Guarantor or any Subsidiary, ; or there is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days, or any Borrower, Guarantor or any 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 any the Borrower, any Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 the Borrower, any Guarantor or any Material Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. Any Borrower, Guarantor Holdings or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor Holdings or any Material Subsidiaryof its Subsidiaries, and the petition is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver receiver-manager, monitortrustee, trustee or the like monitor is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor Holdings or any Material Subsidiaryof its Subsidiaries, or any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor Holdings or any of its Material SubsidiarySubsidiaries (including without limitation with respect to the Canadian Borrower under the Companies’ Creditors Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada)), or there is commenced against any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver receiver-manager, monitortrustee, or trustee 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 any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate corporate, limited liability company or similar action is taken by any Borrower, Guarantor Credit Agreement Party or any Material Subsidiary of their Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor MobilePro Subsidiary or Material Subsidiary member of the Davel Group shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”"BANKRUPTCY CODE"); or an involuntary case is commenced against any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary, member of the Davel Group and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary, member of the Davel Group; or any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary member of the Davel Group commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, ; dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor MobilePro or any of its Material Subsidiary, Subsidiaries; or there is commenced against any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary member of the Davel Group any such proceeding which remains undismissed for a period of 60 days, ; or any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary member of the Davel Group is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary suffers any appointment member of any custodian, receiver, receiver manager, monitor, or 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 Borrower, Guarantor or any Material Subsidiary Davel Group makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor MobilePro Subsidiary or any Material Subsidiary member of the Davel Group for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, (i) The Company or any Other Guarantor or Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Borrower, Guarantor the Company or any Material Subsidiary, Other Guarantor and the petition is not controverted contested within 10 sixty (60) days, or is not dismissed within 60 ninety (90) days, after commencement of the case; case or (iii) a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of the Company or any Borrower, Other Guarantor or any Material Subsidiary, the Company or any Borrower, Other Guarantor or any Material Subsidiary commences any other proceeding proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Company or any of its Material Subsidiary, Other Guarantor or there is commenced against any Borrower, Guarantor the Company or any Material Subsidiary Other Guarantor any such proceeding which remains undismissed for a period of 60 ninety (90) days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or (iv) any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor (v) the Company or any Material Subsidiary Other Guarantor is adjudicated insolvent or bankrupt; or (vi) the Company or any Other Guarantor suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 ninety (90) days; or any Borrower, Guarantor (vii) the Company or any Material Subsidiary Other Guarantor makes a general assignment for the benefit of creditors; or (viii) the Company or any Other Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Company or any Other Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debt; or (x) the Company or any Other Guarantor shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (xi) any corporate or partnership action is taken by any Borrower, Guarantor the Company or any Material Subsidiary Other Guarantor for the purpose of effecting any of the foregoing; or.

Bankruptcy, etc. Any Borrower, Guarantor The Borrower or Material any Specified Subsidiary shall commence a voluntary case 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 case, proceeding or action is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 days, dismissed or is not dismissed stayed within 60 days, 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), receiver, receiver manager, monitortrustee, trustee conservator, liquidator, examiner, rehabilitator, administrator, or the like similar person is appointed for, or takes charge of, the Borrower or any Specified Subsidiary or all or substantially all any substantial portion of the property of any or business thereof; or the Borrower, any Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Specified Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitortrustee, or trustee 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 any Borrower, Guarantor the Borrower or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary for the purpose of effecting any of the foregoing; or. 11.6

Bankruptcy, etc. Any Borrower, Guarantor The Borrower or Material any Specified Subsidiary shall commence a voluntary case 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, insolvency reorganization or relief of debtors 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 case, proceeding or action is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 daysdays 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, days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), ) receiver, receiver manager, monitor, trustee or the like similar person is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Specified Subsidiary, ; or the Borrower or any Borrower, Guarantor or any Material 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 (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Specified Subsidiary, ; or there is commenced against any Borrower, Guarantor the Borrower or any Material Specified Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days, ; or the Borrower or any Borrower, Guarantor or any Material Specified 109 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 Borrower, Guarantor the Borrower or any Material Specified Subsidiary suffers any appointment of any custodian, custodian receiver, receiver manager, monitor, or 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 Borrower, Guarantor the Borrower or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor If the Borrower or Material any Subsidiary shall commence a voluntary case concerning itself any case, proceeding or other action (a) under Title 11 any existing or future law of the United States Code entitled “Bankruptcy,” as now any jurisdiction, domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or any successor thereto (the “Bankruptcy Code”); seeking to adjudicate it a bankrupt or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, and the petition is not controverted within 10 daysinsolvent, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor or any Material Subsidiary, or any Borrower, Guarantor or any Material Subsidiary commences any other proceeding under any seeking reorganization, arrangement, adjustment of debtadjustment, relief of debtorswinding-up, liquidation, dissolution, insolvency composition or liquidation other relief with respect to it or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor or any of its Material Subsidiarydebts, or there is commenced against any Borrower(b) seeking appointment of a receiver, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 daystrustee, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief custodian or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or the like similar official for it or for all or any substantial part of its property assets, or the Borrower or any Subsidiary shall make a general assignment for the benefit of its creditors; or (c) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action of a nature referred to continue in clause (a) or (b) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unstayed unbonded for a period of 60 days; or any Borrower, Guarantor (d) there shall be commenced against the Borrower or any Material Subsidiary makes any case, proceeding or other action seeking issuance of a general assignment warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the benefit of creditorsentry thereof; or any corporate action is taken by any Borrower, Guarantor (e) the Borrower or any Material Subsidiary for the purpose of effecting shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause (a), (b), (c), or (d) above; orthe Loan hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Note shall immediately become due and payable without the need for any notice or other action by the Lender.

Bankruptcy, etc. Any Such Borrower or any corporation or trust of which such Borrower, Guarantor or Material Subsidiary is a series shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” ", as now or hereafter in effect, or any successor thereto (the “"Bankruptcy Code”"); or an involuntary case is commenced against any Borrower, Guarantor such Borrower or any Material Subsidiarycorporation or trust of which such Borrower is a series, and the petition is not controverted within 10 days, or is not dismissed within shall continue in effect unstayed for any period of 60 consecutive days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor such Borrower or any Material Subsidiarycorporation or trust of which such Borrower is a series, or any Borrower, Guarantor such Borrower or any Material Subsidiary corporation or trust of which such Borrower is a series commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor such Borrower or any corporation or trust of its Material Subsidiarywhich such Borrower is a series, or there is commenced against any Borrower, Guarantor such Borrower or any Material Subsidiary corporation or trust of which such Borrower is a series any such proceeding which remains undismissed shall continue in effect unstayed for a any period of 60 consecutive days, or any Borrower, Guarantor such Borrower or any Material Subsidiary corporation or trust of which such Borrower is a series is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor such Borrower or any Material Subsidiary corporation or trust of which such Borrower is a series suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 consecutive days; or any Borrower, Guarantor such Borrower or any Material Subsidiary corporation or trust of which such Borrower is a series makes a general assignment for the benefit of creditors; or any corporate or trust action is taken by any Borrower, Guarantor such Borrower or any Material Subsidiary corporation or trust of which such Borrower is a series for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor the Borrower or any of its Material Subsidiary Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “"Bankruptcy,” " as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”"BANKRUPTCY CODE"); or an involuntary case is commenced against any Borrower, Guarantor the Borrower or any of its Material Subsidiary, Subsidiaries and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any of its Material SubsidiarySubsidiaries; or the Borrower or any of its Material Subsidiaries commences (including by way of applying for or consenting to the appointment of, or any Borrowerthe taking of possession by, Guarantor a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "CONSERVATOR") of itself or all or any Material Subsidiary commences substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, liquidation, rehabilitation, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Subsidiary, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or 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 Borrower, Guarantor or any Material Subsidiary Subsidiaries makes a general assignment for the benefit of creditors; or any corporate (or similar organizational) action is taken by any Borrower, Guarantor the Borrower or any of its Material Subsidiary Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any (i) The Borrower, Guarantor any other Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Subsidiary and the petition is not controverted within 10 30 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Subsidiary, Subsidiary or any Borrower, Guarantor the Borrower or any Material Subsidiary commences any other proceeding proceedings under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Subsidiary, Subsidiary or there is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or (iv) any order of relief or other order approving any such case or proceeding is entered; or (v) the Borrower or any Borrower, Guarantor Material Subsidiary is adjudicated insolvent or bankrupt; or (vi) the Borrower or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor (vii) the Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors; or (viii) the Borrower or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or (ix) the Borrower or any Material Subsidiary shall by any act or failure to act consent to, approve of or acquiesce in any of the foregoing; or (x) any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerLoan Party, Guarantor any Regulated Insurance Company or Material any Significant Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, such Person and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor such Person or any Material Subsidiarysuch Person 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, administrator or liquidator or other similar official in any Borrowerjurisdiction (collectively, Guarantor a “conservator”) of itself or all or any Material Subsidiary commences substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, administration, liquidation, rehabilitation, supervision, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) or the Bermuda Companies Law whether now or hereafter in effect relating to any Borrower, Guarantor such Person; or any of its Material Subsidiary, or there such proceeding is commenced against any Borrower, Guarantor such Person and such proceeding is not dismissed within 60 days; or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days, or any Borrower, Guarantor or any Material Subsidiary Person is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary such Person suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee 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 any Borrower, Guarantor or any Material Subsidiary such Person makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary such Person for the purpose of effecting any of the foregoing; oror (f)

Bankruptcy, etc. Any Borrower, the Guarantor or Material any Subsidiary shall commence a voluntary case concerning itself under Title 11 any bankruptcy or similar law of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”)jurisdiction; or an involuntary case under any such statute is commenced against any Borrower, the Guarantor or any Material Subsidiary, and the petition is not controverted within 10 daysdays after service of such petition on such Borrower, Guarantor or any such Subsidiary, or is not dismissed within 60 daysdays after service of petition on such Borrower, after commencement of the caseGuarantor or any such Subsidiary; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like is appointed for, or takes charge of, all or substantially all of the property of any Borrower, a Guarantor or any Material Subsidiaryof their Subsidiaries, or any Borrower, a Guarantor or any Material Subsidiary of their respective Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or insolvency, liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, the Guarantor or any of its Material Subsidiary, or there is commenced against any the Borrower, the Guarantor or any Material Subsidiary Subsidiary, any such proceeding which remains undismissed for a period of 60 days, or days after service of petition on any Borrower, Guarantor or any Material such Subsidiary, or any Borrower, the Guarantor or any Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee or the like for it or any substantial part of its property to continue entered and continues undischarged or unstayed for a period of 60 days; or any Borrower, the Guarantor or any Material Subsidiary suffers any appointment of any custodian or the like for it or for any substantial part of its property; or any Borrower, the Guarantor or any Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, the Guarantor or any Material Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor or Material Subsidiary MXE shall commence be involved in financial difficulties as evidenced by: (a) its commencement of a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter from time to time in effect, or any successor thereto by its authorizing, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case; (b) the “Bankruptcy Code”); or commencement of an involuntary case is commenced against any Borrower, Guarantor or any Material Subsidiary, under said Title 11 and the petition is not controverted within 10 days, or such case is not dismissed within 60 45 days; (c) its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, after or seeking, consenting to, or acquiescing in the relief therein sought or provided, or by failing to controvert timely the material allegations of any such petition; (d) the entry of an order for relief in any involuntary case commenced under said Title 11; (e) its seeking relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction, whether within or without the United States of America, relating to the insolvency, liquidation, or reorganization of debtors or the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such relief or any involuntary case or petition filed or made therefor (including without limitation making or seeking to make any arrangement or composition with its creditors, seeking any order or arrangement for rehabilitation or for the appointment of any receiver, administrative receiver, administrator, trustee, or person performing similar functions, or instituting supervisory proceedings or proceedings for court administration or similar proceedings in any jurisdiction); (f) the commencement of any involuntary case or proceeding of the casenature referred to in (e) above and such case is not dismissed within 45 days; or a custodian (as defined in g) the Bankruptcy Code)passing of any resolution by its members, receivershareholders, receiver manager, monitor, trustee or the like is appointed forpartners, or takes charge ofother controllers to effect, all approve or substantially all of seek its winding up, dissolution or liquidation; (h) the property entry of any Borrowerorder by a court, Guarantor or any Material Subsidiarytribunal, or any Borrowerother authority of competent jurisdiction finding it to be bankrupt or insolvent, Guarantor ordering or any Material Subsidiary commences any other proceeding under any reorganizationapproving its liquidation, arrangement, adjustment of debt, relief of debtorswinding up, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor reorganization or any modification or alteration of the rights of its Material Subsidiarycreditors, or there is commenced against any Borrower, Guarantor or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 daysassuming custody of, or any Borrowerappointing a receiver, Guarantor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief administrator, administrative receiver, trustee, custodian, or other order approving any such case person performing similar functions for all, or proceeding is entereda substantial part, of its property or business; (i) its making an assignment for the benefit of, or any Borrowerentering into a composition or other arrangement with, Guarantor its creditors, or any Material Subsidiary suffers any appointing or consenting to the appointment of any a receiver, administrator, administrative receiver, trustee, custodian, receiver, receiver manager, monitor, or trustee other person performing similar functions for all or the like for it or any a substantial part of its property to continue undischarged or unstayed for a period of 60 daysbusiness; or any Borrower, Guarantor or any Material Subsidiary makes a general assignment for the benefit (j) its admission in writing of creditors; or any corporate action is taken by any Borrower, Guarantor or any Material Subsidiary for the purpose of effecting any of the foregoingits inability to pay its debts as they become due; or

Bankruptcy, etc. Any Borrower, Guarantor The Borrower or Material any Specified Subsidiary shall commence a voluntary case 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, insolvency reorganization or relief of debtors 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 case, proceeding or action is commenced against any Borrower, Guarantor the Borrower or any Material Subsidiary, Specified Subsidiary and the petition is not controverted within 10 daysdays 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, days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), ) receiver, receiver manager, monitor, trustee or the like similar person is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Borrower or any Material Specified Subsidiary, ; or the Borrower or any Borrower, Guarantor or any Material 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 (including Canadian Insolvency Law) whether now or hereafter in effect relating to any Borrower, Guarantor the Borrower or any of its Material Specified Subsidiary, ; or there is commenced against any Borrower, Guarantor the Borrower or any Material Specified Subsidiary any such proceeding which or action that remains undismissed for a period of 60 days, ; or the Borrower or any Borrower, Guarantor or any Material 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 Borrower, Guarantor the Borrower or any Material Specified Subsidiary suffers any appointment of any custodian, custodian receiver, receiver manager, monitor, or trustee or the like for it or 104 any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any Borrower, Guarantor the Borrower or any Material Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor the Borrower or any Material Specified Subsidiary for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor The Parent Borrower or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor the Parent Borrower or any Material Subsidiary, of its Subsidiaries and the petition is not controverted within 10 ten (10) days, or is not dismissed within 60 sixty (60) days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor the Parent Borrower or any Material Subsidiaryof its Subsidiaries; or the Parent Borrower or any of its Subsidiaries commences (including by way of applying for or consenting to the appointment of, or any Borrowerthe taking of possession by, Guarantor a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) of itself or all or any Material Subsidiary commences substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation insolvency, liquidation, rehabilitation, supervision, conservatorship or similar law of any jurisdiction (including Canadian Insolvency Law) or the Bermuda Companies Law whether now or hereafter in effect relating to any Borrower, Guarantor the Parent Borrower or any of its Material Subsidiary, Subsidiaries; or there any such proceeding is commenced against (a) any BorrowerRegulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States, Guarantor or (b) the Parent Borrower or any Material Subsidiary of its Subsidiaries (other than (x) any Regulated Insurance Company described in the immediately preceding clause (a)) to the extent such proceeding which is consented to by such Person, and in the case of either clause (a) or (b) remains undismissed for a period of 60 sixty (60) days, ; or the Parent Borrower or any Borrower, Guarantor or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or (a) any Borrower, Guarantor or any Material Subsidiary Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any custodian, receiver, receiver manager, monitorconservator or the like for it or any substantial part of its property, or trustee (b) the Parent 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 sixty (60) days; or any Borrower, Guarantor the Parent Borrower or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor the Parent Borrower or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any Borrower, Guarantor Holdings or Material Subsidiary any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” ”, as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Borrower, Guarantor Holdings or any Material Subsidiary, of its Subsidiaries and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any Borrower, Guarantor Holdings or any Material Subsidiary, of its Subsidiaries; or Holdings or any Borrower, Guarantor or any Material Subsidiary of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction (including Canadian Insolvency Lawincluding, without limitation, under the laws of Ireland, the appointment of a liquidator, receiver, examiner, process adviser, administrator, administrative receiver, compulsory manager or other similar officer in respect of Holdings or any of its Subsidiaries or any of their respective assets) whether now or hereafter in effect relating to any Borrower, Guarantor Holdings or any of its Material Subsidiary, Subsidiaries; or there is commenced against any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, ; or Holdings or any Borrower, Guarantor or any Material Subsidiary of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries suffers any appointment of any custodian, receiver, receiver manager, monitor, or trustee custodian 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 Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by any Borrower, Guarantor Holdings or any Material Subsidiary of its Subsidiaries for the purpose of effecting any of the foregoing; or

Bankruptcy, etc. Any BorrowerHoldings, Guarantor the Borrower or Material Subsidiary any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” Code, 11 U.S.C. §§ 101-1532, as now or hereafter in effectmay be amended from time to time, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any BorrowerHoldings, Guarantor the Borrower or any Material Subsidiaryof its Restricted Subsidiaries, and the petition is not controverted within 10 days, or with respect to such involuntary case is not dismissed within 60 daysdays after the filing thereof, after commencement provided, however, that during the pendency of the casesuch period, each Lender shall be relieved of its obligation to extend credit hereunder; or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, monitor, trustee or the like ) is appointed for, or takes charge of, all or substantially all of the property of any BorrowerHoldings, Guarantor the Borrower or any Material such Restricted Subsidiary, to operate all or any Borrowersubstantial portion of the business of the Holdings, Guarantor Borrower or any Material such Restricted Subsidiaries, or Holdings, the Borrower or any such Restricted Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or bankruptcy, insolvency, liquidation or similar law of any analogous procedure or step is taken in any jurisdiction (including Canadian Insolvency Law) whether now or hereafter in effect relating to any BorrowerHoldings, Guarantor the Borrower or any of its Material Subsidiarysuch Restricted Subsidiary (including under any Canadian Insolvency Law), or there is commenced against any BorrowerHoldings, Guarantor the Borrower or any Material such Restricted Subsidiary any such proceeding which remains undismissed for a period of 60 daysdays after the filing thereof, or any BorrowerHoldings, Guarantor the Borrower or any Material of such Restricted Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; (including the entry of an order of relief against it or any Borrower, Guarantor or any Material Subsidiary suffers any for the appointment of any custodiana receiver, controller, receiver-manager, receiver managertrustee, monitor, custodian or trustee 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 any BorrowerHoldings, Guarantor the Borrower or any Material of such Restricted Subsidiary makes a general assignment for the benefit of creditors; or any corporate Company action is taken by any BorrowerHoldings, Guarantor the Borrower or any Material such Restricted Subsidiary for the purpose of effecting any of the foregoing; or