Common use of Bankruptcy, Insolvency, etc Clause in Contracts

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Restricted Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Restricted Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Guarantor, the Borrower or any Material Subsidiary of their Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Guarantor, the Borrower or Material any of their Restricted Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Guarantor, the Borrower or any Material Subsidiary of their Restricted Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Guarantor, the Borrower and each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Guarantor, the Borrower or any Material Subsidiaryof their Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Guarantor, the Borrower or such Material Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Guarantor, the Borrower or such Material Subsidiary Restricted Subsidiary, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Guarantor, the Borrower and each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower Borrower, for itself and each Material Subsidiary of its Subsidiaries, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower Borrower, for itself and each Material Subsidiary of its Subsidiaries, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The (i) Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor shall (A) commence any case, proceeding or other action 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, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) apply for, consent to or acquiesce in the appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (C) make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor any case, proceeding or other action of a nature referred to in clause (i) (A) above or Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor shall permit or suffer to exist the appointment of a receiver, trustee, custodian, conservator or other official described in clause (i)(B) above that, in either case, (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days or (C) is consented to or acquiesced in by Holdings, the Borrower, such Subsidiary or such other Obligor; or (iii) there shall be commenced against Holdings, the Borrower or any Material Subsidiary of their respective Subsidiaries or any other Obligor 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 that results in the entry of an order for any such relief that shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (aiv) Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor shall become insolvent or generally fail to pay, or shall admit in writing its inability or unwillingness generally to pay, its debts as they become due; or (bv) apply for, consent to, or acquiesce inHoldings, the appointment Borrower, any of a trustee, receiver, sequestrator or other custodian for the Borrower or Material their respective Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian Obligor shall not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, authorizing or in furtherance of, any of the foregoingacts described in clause (i), (ii), (iii) or (iv) above.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall (a) become (i) The Borrower becomes insolvent or generally fail fails to pay, or admit admits in writing its inability or unwillingness to pay, debts as they become due; or (bii) apply the Borrower applies for, consent consents to, or acquiesce in, acquiesces in the appointment of of, a trustee, receiver, sequestrator receiver or other custodian or similar Person for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make makes a general assignment for the benefit of creditors; or (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator receiver or other custodian or similar Person is appointed for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, unless (A) the Borrower institutes appropriate proceedings to contest or discharge such appointment within 30 days and thereafter continuously and diligently prosecutes such trustee, receiver, sequestrator or other custodian shall not be proceedings and (B) such appointment is in fact discharged within 60 daysdays of such appointment; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up dissolution or liquidation proceeding, proceeding is commenced in respect of the Borrower or any Material SubsidiaryBorrower, and, if any unless (A) such case or proceeding is not commenced by the Borrower or such Material SubsidiaryBorrower, (B) such case or proceeding shall be is not consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that Borrower, (C) the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender institutes appropriate proceedings to appear in any court conducting any dismiss such case or proceeding during within 30 days and thereafter continuously and diligently prosecutes such 60-day period to preserveproceedings, protect and defend their rights under (D) such case or proceeding is in fact dismissed within 60 days after the Loan Documentscommencement thereof; or (eE) take the Borrower takes any corporate action authorizingto authorize, or in furtherance of, any of the foregoing; or (b) (i) there shall be commenced against any Insurance Subsidiary any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, 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, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, custodian, rehabilitator, conservator, supervisor, liquidator or other similar official for it or for all or any substantial part of its assets, in each case which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 60 days; or (ii) there shall be commenced against any of such Subsidiaries 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 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 entry thereof; or (iii) any of such Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause(b)(i) or (ii) above; or (iv) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Subsidiaries.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Restricted Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Restricted Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and Borrower, each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and Borrower, each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall A Covered Person (a) become insolvent or generally fail fails to pay, or admit admits in writing its inability or unwillingness to pay, its debts generally as they become due, or otherwise becomes insolvent (however evidenced); (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make a general makes an assignment for the benefit of creditors; (c) files a petition in the absence bankruptcy with respect to itself as a debtor, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver or any trustee of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Covered Person or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documentsits property; (d) permit commences any proceeding relating to such Covered Person under any reorganization, arrangement, readjustment of debt, dissolution or suffer to exist the commencement liquidation Law of any bankruptcyjurisdiction, reorganization, debt arrangement whether now or other case or hereafter in effect; (e) has commenced against it any such proceeding under any bankruptcy or insolvency lawwhich remains undismissed for a period of 60 days, or by any dissolutionact indicates its consent to, winding up approval of, or liquidation proceeding, acquiescence in respect any such proceeding or the appointment of the Borrower any receiver of or any Material Subsidiarytrustee for it or of any substantial part of its property, and, if or allows any such case receivership or proceeding is not commenced by the Borrower trusteeship to continue undischarged for a period of 60 days (each, an “INSOLVENCY EVENT”), but, except with regards to Approvals issued on or prior to such Material Subsidiarycommencement date referred to in this clause (c), such case or proceeding no additional Loans shall be consented to or acquiesced in by made, no additional Letters of Credit shall be issued, and no new Approvals shall be given during such period without all Lenders’ and Administrative Agents’ prior written approval and the Borrower or such Material Subsidiary or shall result in the entry prior written approval of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documentsof proper jurisdiction deemed necessary by Administrative Agents; or (ef) take takes any corporate action authorizing, or in furtherance of, to authorize any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary Any Company shall (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce inin the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part of the assets or other property of any such Person, or make a general assignment for the benefit of creditors; (iii)in the absence of such application, consent or acquiesce to or permit or suffer to exist, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 forty-five (45) days; provided provided, that the Borrower and each Material Subsidiary Company hereby expressly authorizes the Administrative Agent and each Lender Secured Party to appear in any court conducting any relevant proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiarythereof, and, if any such case or proceeding is not commenced by the Borrower or such Material SubsidiaryPerson, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary Person, or shall result in the entry of an order for relief or shall remain for 60 forty-five (45) days undismissed; provided provided, that the Borrower and each Material Subsidiary Credit Party hereby expressly authorizes the Administrative Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; or (ev) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and Borrower, each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and Borrower, each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Borrower, any Restricted Subsidiary or any Material Subsidiary Obligor shall (a) be liquidated or become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries Borrower, any Restricted Subsidiary or any substantial portion of the Obligor or any property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Borrower, any Restricted Subsidiary or any Material Subsidiary Obligor or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower Borrower, each Restricted Subsidiary and each Material Subsidiary Obligor hereby expressly authorizes the Administrative Agent Agent, the Collateral Agent, the Issuer and each Lender Bank to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, liquidation, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower Borrower, any Restricted Subsidiary or any Material SubsidiaryObligor, and, if any such case or proceeding is not commenced by the Borrower Borrower, such Restricted Subsidiary or such Material SubsidiaryObligor, such case or proceeding or winding up shall be consented to or acquiesced in by the Borrower Borrower, such Restricted Subsidiary or such Material Subsidiary Obligor, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Subsidiaries or any other Obligor or any of its Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion other Obligor or any of the property its Subsidiaries or any Property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or any other Obligor or any of its Subsidiaries, or for a substantial part of the property Property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower Borrower, each Subsidiary and each Material Subsidiary other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries or any other Obligor or any of its Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material SubsidiarySubsidiary or such other Obligor or a Subsidiary of such Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or such other Obligor or its Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower Borrower, each Subsidiary and each Material other Obligor and its Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Restricted Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Restricted Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and Borrower, each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan 37 Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and Borrower, each Material Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary other Obligor shall (a) become insolvent or generally fail to paypay debts as they become due, or admit in writing its inability or unwillingness to pay, pay debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator sequestrator, or other custodian for the Borrower or Material Subsidiaries any other Obligor or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary other Obligor or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 thirty (30) days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the involuntary commencement of of, or voluntarily commence, any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency lawlaws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceedingproceeding (except as expressly permitted pursuant to Section 7.2.7(b), in respect of each case, by or against the Borrower or any Material Subsidiaryother Obligor, and, provided that if any such case or proceeding is not commenced by the Borrower or any such Material Subsidiary, other Obligor such case or proceeding shall be consented to or acquiesced in by the Borrower or any such Material Subsidiary other Obligor, or shall result in the entry of an order for relief or shall remain for 60 thirty (30) days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.. SECTION 8.1.10

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall (a) of its Subsidiaries shall: become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion part of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided provided, that the Borrower Borrower, each Subsidiary and each Material Subsidiary other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such sixty (60-) day period to preserve, protect and defend their its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiarythereof, and, if any such case or proceeding is not commenced by the Borrower Borrower, any Subsidiary or such Material Subsidiaryany Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower Borrower, such Subsidiary or such Material Subsidiary Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; provided provided, that the Borrower Borrower, each Subsidiary and each Material Subsidiary Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60-) day period to preserve, protect and defend their its rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of the MarkWest Inc. Operating Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of the MarkWest Inc. Operating Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of the MarkWest Inc. Operating Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided , provided, that the Borrower and Borrower, each Material MarkWest Inc. Operating Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof the MarkWest Inc. Operating Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided , provided, that the Borrower and each Material MarkWest Inc. Operating Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Borrower, either Guarantor ---------------------------- or any Material Significant Subsidiary shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) or the Borrower, either Guarantor or any Significant Subsidiary shall apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Borrower, such Guarantor or Material Subsidiaries such Significant Subsidiary or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) or, in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian shall be appointed for the Borrower Borrower, either Guarantor or any Material Significant Subsidiary or for a substantial part of the property of any thereof, thereof and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, shall be commenced in respect of the Borrower Borrower, either Guarantor or any Material Significant Subsidiary, and, if any such case or proceeding is not commenced by the Borrower Borrower, such Guarantor or such Material significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower Borrower, such Guarantor or such Material Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that or the Borrower and each Material Borrower, either Guarantor or any Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) shall take any corporate action authorizingto authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereofthereof (other than any Project Assets), or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereofthereof (other than any Project Assets), and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary --------------------------- of its Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower Borrower, for itself and each Material Subsidiary of its Subsidiaries, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower Borrower, for itself and each Material Subsidiary of its Subsidiaries, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Borrower, any of its Material Subsidiaries or any Material Subsidiary NBPC shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Borrower, any of its Material Subsidiaries, or Material Subsidiaries NBPC or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Borrower, any of its Material Subsidiaries or any Material Subsidiary NBPC or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and Borrower, each Material Subsidiary and NBPC hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower Borrower, any of its Material Subsidiaries or any Material Subsidiary, NBPC and, if any such case or proceeding is not commenced by the Borrower or Borrower, such Material SubsidiarySubsidiary or NBPC, such case or proceeding shall be consented to or acquiesced in by the Borrower or Borrower, such Material Subsidiary or NBPC, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and Borrower, each Material Subsidiary and NBPC hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower occurrence of any of the following events: (i) the Company or any Material Restricted Subsidiary shall (a) become becomes insolvent or generally fail fails to pay, or admit admits in writing its inability or unwillingness refusal to pay, debts as they become due; or (bii) apply the Company or any Restricted Subsidiary applies for, consent consents to, or acquiesce in, acquiesces in the appointment of a trustee, receiver, sequestrator receiver or other custodian for the Borrower Company or Material Subsidiaries such Restricted Subsidiary or any substantial portion of the property of any thereof, or make makes a general assignment for the benefit of creditors; or, (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator receiver or other custodian is appointed for the Borrower Company or any Material Restricted Subsidiary or for a substantial part of the property of any thereof, thereof and such trustee, receiver, sequestrator or other custodian shall is not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, winding up not under any bankruptcy or liquidation proceedinginsolvency law, of a Restricted Subsidiary), is commenced in respect of the Borrower Company or any Material Restricted Subsidiary, and, and if any such case or proceeding is not commenced by the Borrower Company or such Material Restricted Subsidiary, such case or proceeding shall be it is consented to or acquiesced in by the Borrower Company or such Material Restricted Subsidiary or shall result in the entry of an order for relief or shall remain remains for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (ev) take the Company or any Restricted Subsidiary takes any corporate action authorizingto authorize, or in furtherance of, any of the foregoing; provided that the provisions of this Section 13.1(d) shall not apply to any Special Restricted Subsidiary to which the foregoing provisions of Section 13.1(d) would otherwise apply, which together with all other Special Restricted Subsidiaries with respect to which an event described in the foregoing provisions of Section 13.1(d) shall have occurred, has assets which do not exceed one percent (1%) of the total assets of the Company and its Restricted Subsidiaries.

Bankruptcy, Insolvency, etc. The Borrower If at any time after the date ---------- ---------- --- of this Lease (whether prior to the commencement of or any Material Subsidiary shall during the Term) (a) become insolvent any proceedings in bankruptcy, insolvency or generally fail reorganization shall be instituted against Tenant pursuant to payany Federal or State law now or hereafter enacted, or admit in writing its inability any receiver or unwillingness to paytrustee shall be appointed of all or any portion of Tenant's business or property, debts as they become dueor any execution or attachment shall issue against Tenant or any of Tenant's business or property or against the leasehold estate created hereby, and any of such proceedings, process or appointment be not discharge and dismissed within thirty (30) days from the date of such filing, appointment or issuance; or (b) apply for, consent toTenant shall be adjudge a bankrupt or insolvent, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or Tenant shall make a general an assignment for the benefit of creditors; , or Tenant shall file a voluntary petition in bankruptcy or petitions for (cor enters into) in an arrangement or for reorganization, composition or any other arrangement with Tenant's creditors under any Federal or State law now or hereafter enacted, or this Lease or the absence estate of Tenant herein shall pass to or devolve upon, by operation of law or otherwise, anyone other than Tenant (except as herein provided), the occurrence of any one of such applicationcontingencies shall be deemed to constitute and shall be construed as a repudiation by Tenant of Tenant's obligations hereunder and shall cause this Lease ipso facto to be cancelled and ---- ----- terminated, consent or acquiescence, permit or suffer without thereby releasing Tenant; and upon such termination Landlord shall have the immediate right to exist re-enter the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the Premises and to remove all persons and property of any thereof, therefrom and such trustee, receiver, sequestrator or other custodian this Lease shall not be discharged within 60 days; provided that the Borrower treated as an asset of Tenant's estate and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserveneither Tenant nor anyone claiming by, protect and defend their rights through or under the Loan Documents; (d) permit or suffer to exist the commencement Tenant by virtue of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect order of any Court shall be entitled to the possession of the Borrower Premises or to remain in the possession thereof. Upon the termination of this Lease, as aforesaid, Landlord shall have the right to retain as partial damages, and not as a penalty, any Material Subsidiaryprepaid rents deposited by Tenant hereunder, andand Landlord shall also be entitled to exercise such rights and remedies to recover from Tenant as damages such amounts as are specified in Article XX hereof. As used in this Article XXI, the term "Tenant" shall be deemed to include Tenant and its successors and assigns and the guarantor(s), if any such case or proceeding is not commenced by the Borrower or such Material Subsidiaryany, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights Tenant's obligations under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoingthis Lease.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary Any Obligor shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the any Borrower or Material any of its Subsidiaries or any substantial portion of the other Obligor or any property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the any Borrower or any Material Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; , provided that the Borrower each Borrower, each Subsidiary and each Material Subsidiary other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the any Borrower or any Material Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the such Borrower or such Material SubsidiarySubsidiary or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the such Borrower or such Material Subsidiary or such other Obligor or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; , provided that the Borrower each Borrower, each Subsidiary and each Material Subsidiary other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary Pledgor shall (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (bii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries Pledgor or any substantial portion property of the property of any thereofPledgor, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary Pledgor or for a substantial part of the property of any thereofPledgor's property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 30 days; , provided that the Borrower and each Material Subsidiary Pledgor hereby expressly authorizes the Administrative Agent Administrator and each Lender to appear in any court conducting any relevant proceeding during such 6030-day period to preserve, protect and defend their rights under this Agreement and any other documents evidencing any of the Loan DocumentsSecured Obligations; (div) commence, or permit or suffer to exist the commencement commencement, of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, including, without limitation, under the federal bankruptcy code (11 U.S.C. ss.101 et seq.) (the "Bankruptcy Code") or the Securities Investor Protection Act ("SIPA"), as either of them may be amended from time to time, in respect of the Borrower or any Material Subsidiary, Pledgor and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, Pledgor such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary Pledgor or shall result in the entry of an order for relief or shall remain for 60 30 days undismissed; , provided that the Borrower and each Material Subsidiary Pledgor hereby expressly authorizes the Administrative Agent Administrator and each Lender to appear in any court conducting any such case or proceeding during such 6030-day period to preserve, protect and defend their rights under this Agreement and any other documents evidencing any of the Loan DocumentsSecured Obligations; or (ev) take any corporate action authorizing, or in furtherance of, any of the foregoing.. (f)

Bankruptcy, Insolvency, etc. The Borrower If the Tenant shall have applied or any Material Subsidiary shall (a) become insolvent consented to the appointment of a custodian, receiver, trustee or generally fail to payliquidator, or admit in writing other court appointed fiduciary of all or a substantial part of its inability property; or unwillingness to pay, a custodian shall have been appointed with or without the consent of the Tenant; or Tenant is generally not paying its debts as they become duedue by means of available assets and the fair use of credit; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make has made a general assignment for the benefit of creditors; (c) or has filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any insolvency law, or an answer admitting the absence material allegations of a petition in any bankruptcy, reorganization or insolvency proceeding; or has taken corporate action for the purpose of effecting any of the foregoing, or if within 60 days after the commencement of any proceeding against the Tenant seeking any reorganization, rehabilitation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any present or future applicable federal, state or other statute or law, such applicationproceeding shall not have been dismissed; or if, consent or acquiescence, permit or suffer to exist within 60 days after the appointment of a any trustee, receiver, sequestrator custodian, liquidator, or other custodian for court appointed fiduciary of the Borrower Tenant (without the consent or acquiescence of such party), or of all or any Material Subsidiary or for a substantial part of its property or any of the property leased Premises, such order or appointment shall not have been vacated or stayed on appeal or otherwise or if, within 60 days after the expiration of any thereofsuch stay, such order or appointment shall not have been vacated, the occurrence of any one of such contingencies shall be deemed to constitute and shall be construed as a repudiation by Tenant of Tenant's obligations hereunder and shall cause this Lease ipso facto to be cancelled and terminated, without thereby releasing Tenant; and upon such trustee, receiver, sequestrator or other custodian termination Landlord shall have the immediate right to re-enter the Demised Premises and to remove all persons and property therefrom and this Lease shall not be discharged within 60 days; provided that treated as an asset of the Borrower Tenant's estate and each Material Subsidiary hereby expressly authorizes neither the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserveTenant nor anyone claiming by, protect and defend their rights through or under the Loan Documents; (d) permit or suffer to exist the commencement Tenant by virtue of any bankruptcylaw or any order of any Court shall be entitled to the possession of the Demised Premises or to remain in the possession thereof. Upon the termination of this Lease, reorganizationas aforesaid, debt arrangement Landlord shall have the right to retain as partial damages, and not as a penalty, any prepaid rents and any security deposited by Tenant hereunder and Landlord shall also be entitled to exercise such rights and remedies to recover from Tenant as damages such amounts as are specified in Article XXI thereof, unless any statute or other rule of law governing the proceedings in which such damages are to be proved shall lawfully limit the amount of such claims capable of being so proved, in which case or proceeding Landlord shall be entitled to recover, as and for liquidated damages, the maximum amount which may be allowed under any such statute or rule of law. Tenant, if the subject of a bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect hereby consents to the immediate termination, annulment and vacation of the Borrower or any Material Subsidiaryautomatic stay provisions of the Bankruptcy Code to permit Landlord to exercise all rights set forth herein. As used in this Article XXII, andthe term "Tenant" shall be deemed to include Tenant and its successors and assigns and the guarantor of the Tenant's obligations under this Lease, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoingany.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall (a) become ILFC becomes insolvent or generally fail fails to pay, or admit admits in writing its inability or unwillingness to pay, debts as they become due; (b) apply or the Borrower or ILFC applies for, consent consents to, or acquiesce in, acquiesces in the appointment of of, a trustee, receiver, sequestrator receiver or other custodian for the Borrower or Material Subsidiaries ILFC or any substantial portion of the property of any either thereof, or make makes a general assignment for the benefit of creditors; (c) or, in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator receiver or other custodian is appointed for the Borrower or any Material Subsidiary ILFC or for a substantial part of the property of any thereofeither thereof unless (i) the Borrower or ILFC institutes appropriate proceedings to contest or discharge such appointment within 10 days and thereafter continuously and diligently prosecutes such proceedings, and (ii) such trustee, receiver, sequestrator or other custodian shall not be appointment is in fact discharged within 60 days; provided that days and (iii) such proceedings do not involve any danger of forfeiture or loss of any item of Collateral or any interest therein, including the Borrower and each Material Subsidiary hereby expressly authorizes Lender's security interest, or of any of the Administrative Agent and each rights of the Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under of the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up dissolution or liquidation proceeding, proceeding is commenced in respect of the Borrower or any Material SubsidiaryILFC, and, if any unless (v) such case or proceeding is not commenced by the Borrower or such Material SubsidiaryILFC, (w) such case or proceeding shall be is not consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that ILFC, (x) the Borrower or ILFC institutes appropriate proceedings to dismiss such case or proceedings within 10 days and each Material Subsidiary hereby expressly authorizes the Administrative Agent thereafter continuously and each Lender to appear in any court conducting any diligently prosecutes such proceeding, (y) such case or proceeding during is in fact dismissed within 60 days after the commencement thereof and (z) such 60-day period to preserveproceedings do not involve any danger of forfeiture or loss of any item of Collateral or any interest therein, protect and defend their including the Lender's security interest, or of any of the rights under of the Lender in any of the Loan Documents; or (e) take the Borrower or ILFC takes any corporate action authorizingto authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its --------------------------- Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and Borrower, each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and Borrower, each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Borrower, either Guarantor --------------------------- or any Material Significant Subsidiary shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) or the Borrower, either Guarantor or any Significant Subsidiary shall apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Borrower, such Guarantor or Material Subsidiaries such Significant Subsidiary or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) or, in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian shall be appointed for the Borrower Borrower, either Guarantor or any Material Significant Subsidiary or for a substantial part of the property of any thereof, thereof and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, shall be commenced in respect of the Borrower Borrower, either Guarantor or any Material Significant Subsidiary, and, if any such case or proceeding is not commenced by the Borrower Borrower, such Guarantor or such Material Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower Borrower, such Guarantor or such Material Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that or the Borrower and each Material Borrower, either Guarantor or any Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) shall take any corporate action authorizingto authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary Any Obligor shall (a) be liquidated or become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower such Obligor or Material Subsidiaries Subsidiary or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower any Obligor or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower each Obligor and each Material Subsidiary hereby expressly authorizes the Administrative each Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower any Obligor or any Material Subsidiary, and, if any such case or proceeding is not commenced by the Borrower such Obligor or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower such Obligor or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower each Obligor and each Material Subsidiary hereby expressly authorizes the Administrative each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Parent, Borrower or any Material Subsidiary of their respective Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Parent, Borrower or Material any of their respective Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Parent, Borrower or any Material Subsidiary of their respective Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that , PROVIDED, THAT the Borrower Parent, Borrower, and each Material Subsidiary hereby expressly authorizes each of the Canadian Administrative Agent and the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency lawlaw including the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada), as each are from time to time amended, or any dissolution, winding up or liquidation proceeding, in respect of the Parent, Borrower or any Material Subsidiaryof their respective Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Parent, Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Parent, Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that , PROVIDED, THAT the Borrower Parent, Borrower, and each Material Subsidiary hereby expressly authorizes the Canadian Administrative Agent and the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall (ai) become insolvent or generally fail to pay, pay or admit in writing its inability or unwillingness to pay, debts as they become due; (bii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 20 days; , provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender Conoco to appear in any court conducting any relevant proceeding during such 6020-day period to preserve, protect and defend their its rights under the Loan Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material SubsidiaryBorrower, and, if any such case or proceeding is not commenced by the Borrower or such Material SubsidiaryBorrower, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 20 days undismissed; , provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender Conoco to appear in any court conducting any such case or proceeding during such 6020-day period to preserve, protect and defend their its rights under the Loan Documents; or (ev) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that , PROVIDED, THAT the Borrower and Borrower, each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that , PROVIDED, THAT the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Loan Party or any Material Subsidiary shall (a) of any Loan Party shall: become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce inin the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part of the assets or other property of any such Person, or make a general assignment for the benefit of creditors; in the absence of such application, consent or acquiesce to or permit or suffer to exist, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided provided, that the Borrower and each Material Subsidiary Loan Party hereby expressly authorizes the Administrative Agent and each Lender Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their such Secured Party’s rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding or action under the Bankruptcy Code or any other bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, proceeding in respect of the Borrower or any Material Subsidiarythereof, and, if any such case or proceeding is not commenced by the Borrower or such Material SubsidiaryPerson, such case or proceeding shall be consented to or acquiesced in to by the Borrower or such Material Subsidiary Person or shall result in the entry of an order for relief or shall remain undismissed for 60 days undismissedsixty (60) days; provided provided, that the Borrower and each Material Subsidiary Loan Party hereby expressly authorizes the Administrative Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their such Secured Party’s rights under the Loan Documents; or (e) 110 take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any of Borrower, its members or any Material Subsidiary shall Guarantor shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (bii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower itself or Material Subsidiaries or any a substantial portion part of the property of any thereofits property, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescenceacquiesce, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary itself or for a substantial part of the property of any thereofits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and each Material Subsidiary Lender is hereby expressly authorizes the Administrative Agent and each Lender authorized to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their its rights under the Loan Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the any of Borrower or any Material SubsidiaryGuarantor, and, if any such case or proceeding is not commenced by the Borrower or such Material SubsidiaryGuarantor, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary Guarantor, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and each Material Subsidiary Lender is hereby expressly authorizes the Administrative Agent and each Lender authorized to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their its rights under the Loan Documents; or (ev) take any corporate corporate, partnership, trust or other similar action authorizing, authorizing or in furtherance of, of any of the foregoing.;

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; , (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries any of its Subsidiaries, the Subject Interests or any substantial portion of the other property of any thereof, or make a general assignment for the benefit of creditors; , (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the Subject Interests or other property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and each Material Subsidiary of its Subsidiaries hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and each Material Subsidiary of its Subsidiaries hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their its rights under the Loan Documents; , or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower If at any time after the --------------------------- date of this Lease (whether prior to the commencement of or any Material Subsidiary shall during the Term) (a) become insolvent any proceedings in bankruptcy, insolvency or generally fail reorganization shall be instituted against Tenant pursuant to payany Federal or State law now or hereafter enacted, or admit in writing its inability any receiver or unwillingness to paytrustee shall be appointed of all or any portion of Tenant's business or property, debts as they become dueor any execution or attachment shall issue against Tenant or any of Tenant's business or property or against the leasehold estate created hereby, and any of such proceedings, process or appointment be not discharged and dismissed within thirty (30) days from the date of such filing, appointment or issuance; or (b) apply for, consent toTenant shall be adjudged a bankrupt or insolvent, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries or any substantial portion of the property of any thereof, or Tenant shall make a general an assignment for the benefit of creditors; , or Tenant shall file a voluntary petition in bankruptcy or petitions for (cor enters into) in and arrangement or for reorganization, composition or any other arrangement with Tenant's creditors under any Federal or State law now or hereafter enacted, or this Lease or the absence estate of Tenant herein shall pass to or devolve upon, by operation of law or otherwise, anyone other than Tenant (except as herein provided), the occurrence of any one of such applicationcontingencies shall be deemed to constitute and shall be construed as a repudiation by Tenant of Tenant's obligations hereunder and shall cause this Lease ipso facto to be canceled and terminated, consent or acquiescence, permit or suffer without thereby releasing Tenant; and upon such termination Landlord shall have the immediate right to exist re-enter the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary or for a substantial part of the Premises and to remove all persons and property of any thereof, therefrom and such trustee, receiver, sequestrator or other custodian this Lease shall not be discharged within 60 days; provided that the Borrower treated as an asset of Tenant's estate and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserveneither Tenant nor anyone claiming by, protect and defend their rights through or under the Loan Documents; (d) permit or suffer to exist the commencement Tenant by virtue of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect order of any Court shall be entitled to the possession of the Borrower Premises or to remain in the possession thereof. Upon the termination of this Lease, as aforesaid, Landlord shall have the right to retain as partial damages, and not as a penalty, any Material Subsidiaryprepaid rents deposited by Tenant hereunder, andand Landlord shall also be entitled to exercise such rights and remedies to recover from Tenant as damages such amounts as are specified in Article XX hereof. As used in this Article XXI, the term "Tenant" shall be deemed to include Tenant and it successors and assigns and the guarantor(s), if any such case or proceeding is not commenced by the Borrower or such Material Subsidiaryany, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights Tenant's obligations under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoingthis Lease.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its Significant Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Significant Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and Borrower, each Material Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Significant Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and Borrower, each Material Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall the Investment Manager shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts Debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material Subsidiaries the Investment Manager, as the case may be, or any substantial portion property of the property of Borrower or the Investment Manager, as the case may be, in any thereofbankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary the Investment Manager, as the case may be, or for a substantial part of the property of the Borrower or the Investment Manager, as the case may be, in any thereofbankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiarythe Investment Manager, as the case may be, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiarythe Investment Manager, as the case may be, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary the Investment Manager, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.. Section 7.1.9

Bankruptcy, Insolvency, etc. The Borrower Borrower, any of its Subsidiaries, the Parent or any Material Subsidiary other Obligor shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; , (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, any of its Subsidiaries, the Borrower or Material Subsidiaries Parent or any substantial portion of other Obligor, the Subject Interests or any other property of any thereof, or make a general assignment for the benefit of creditors; , (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, any of its Subsidiaries, the Borrower Parent or any Material Subsidiary other Obligor or for a substantial part of the Subject Interests or other property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that Borrower, each of its Subsidiaries, the Borrower Parent and each Material Subsidiary other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower, any of its Subsidiaries, the Borrower Parent or any Material Subsidiaryother Obligor, and, if any such case or proceeding is not commenced by Borrower, any of its Subsidiaries, the Borrower Parent or such Material Subsidiaryany other Obligor, such case or proceeding shall be consented to or acquiesced in by Borrower, such Subsidiary, the Borrower Parent or such Material Subsidiary Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that Borrower, each of its Subsidiaries, the Borrower and Parent or each Material Subsidiary other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their its rights under the Loan Documents; , or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall of the Borrower shall: (a) become insolvent or generally fail to paypay its debts as they become due, or admit in writing its inability or unwillingness to pay, pay its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator sequestrator, or other custodian for the Borrower or any such Material Subsidiaries Subsidiary or any substantial portion part of the property Property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any such Material Subsidiary or for a substantial part of the property Property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided that the Borrower and each Material Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the involuntary commencement of of, or voluntarily commence, any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency lawlaws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceedingproceeding (except for the voluntary dissolution, not under bankruptcy or insolvency law, of any such Person other than the Borrower or CBI), in respect of each case, by or against the Borrower or any such Material Subsidiary, and, provided that if any such case or proceeding is not commenced by the Borrower or any such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or any such Material Subsidiary Subsidiary, or shall result in the entry of an order for relief or shall remain undismissed for 60 days undismissedmore than sixty (60) days; provided that (e) with respect to the Borrower and each or any of its Material Subsidiary hereby expressly authorizes Subsidiaries, permit the Administrative Agent and each Lender to appear in commencement of any court conducting case, proceeding or other action seeking the issuance of a warrant of attachment, execution, distraint or similar process against all or any material part of its Property (except for any such case attachment or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documentssimilar process that would constitute a Permitted Lien); or (ef) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (bii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower itself or Material Subsidiaries or any a substantial portion part of the property of any thereofits property, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescenceacquiesce, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary itself or for a substantial part of the property of any thereofits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and each Material Subsidiary Administrative Agent is hereby expressly authorizes the Administrative Agent and each Lender authorized to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their its rights and the rights of Lenders under the Loan Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof Borrower, and, if any such case or proceeding is not commenced by the Borrower or such Material SubsidiaryBorrower, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary Borrower, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower and each Material Subsidiary Administrative Agent is hereby expressly authorizes the Administrative Agent and each Lender authorized to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their its rights and the rights of the Lenders under the Loan Documents; or (ev) take any corporate corporate, partnership, trust or other similar action authorizing, authorizing or in furtherance of, of any of the foregoing.;

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary of its --------------------------- Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or Material any of its Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Material Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower Borrower, for itself and each Material Subsidiary of its Subsidiaries, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Material Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; , provided that the Borrower Borrower, for itself and each Material Subsidiary of its Subsidiaries, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Parent or any Material Subsidiary of the MarkWest Inc. Operating Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Parent or Material any of the MarkWest Inc. Operating Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower Parent or any Material Subsidiary of the MarkWest Inc. Operating Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided , provided, that the Borrower Parent and each Material Subsidiary MarkWest Inc. Operating Subsidiaries hereby expressly authorizes each of the Canadian Administrative Agent and the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency lawlaw including the Bankruptcy and Insolvency Act (Canada) and the Companies' Creditors Arrangement Act (Canada), as each are from time to time amended, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower Parent or any Material Subsidiaryof the MarkWest Inc. Operating Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower Parent or such Material any MarkWest Inc. Operating Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower Parent or such Material any MarkWest Inc. Operating Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided , provided, that the Borrower and each Material Subsidiary Parent or any of the MarkWest Inc. Subsidiaries hereby expressly authorizes the Canadian Administrative Agent and the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.