Common use of Insolvency Clause in Contracts

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or makes an application to be declared insolvent or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by formal notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.1.3(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.1.3(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.1.3(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by Notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.1.3(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.1.3(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.1.3(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its any of their respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Bxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower it in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by Notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower or Qualified Subsidiary (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Person or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Person; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) any Borrower or its directors Qualified Subsidiary or the Board or majority shareholders of the holders of the Equity Interests of the foregoing shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower a Borrower, or a Qualified Subsidiary being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealedappealed within twenty (20) days; or (iiiC) Borrower any Borrower, or Qualified Subsidiary shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower or Qualified Subsidiary in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (vE) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrowerthe applicable Borrower or Qualified Subsidiary, of any trustee, receiver or liquidator of Borrower such Person or of all or any substantial material part of the properties of Borrower such Person without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable admit in writing its inability to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Loan Party (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Loan Party or of all or any substantial part (i.e., i.e. 33-1/3% or more) of the assets or property of Borrowerany Loan Party; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) Borrower any Loan Party or its directors or a majority shareholders of the holders of its Equity Interests shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower any Loan Party being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiiC) Borrower any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (vE) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowerany Loan Party, of any trustee, receiver or liquidator of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower Any Company (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be admit in writing that it is unable to pay its debts as they become due, or be unable to pay or perform the Secured Obligations under the Loan Transaction Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself itself, as debtor, any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Company or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Company; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower such Company or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower such Company seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Company being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Company shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Company in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Company, of any trustee, receiver or liquidator of Borrower such Company or of all or any substantial part of the properties of Borrower such Company without such appointment being vacated; or;

Insolvency. Borrower or any Subsidiary (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under due in the Loan Documentsordinary course of business, or shall become insolventinsolvent (when taken as a whole on a consolidated basis); or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or such Subsidiary or of all or any substantial material part (i.e., 33-1/3% or more) of the assets or property of BorrowerBorrower or such Subsidiary; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or a Subsidiary or its respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial material part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-forty five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(m), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (ias defined below), (B) shall make an assignment for the benefit of creditorsCompany and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; or and (ii) shall be with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as they such debts and liabilities become due, absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be unable beyond its respective ability to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to as such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; ordebts mature.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform the Secured Obligations under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for 3 consecutive business days, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower or any Guarantor (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or such Guarantor or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of BorrowerBorrower or such Guarantor; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees, or becomes insolvent; or (vii) Borrower or such Guarantor or its directors or majority shareholders (or equivalent position) shall take any action initiating any of the foregoing actions described in clauses (iA)(i) through (viA)(vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower or any Guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower or such Guarantor being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower or such Guarantor shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower or such Guarantor in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of BorrowerBorrower or such Guarantor, of any trustee, receiver or liquidator of Borrower or such Guarantor or of all or any substantial part of the properties of Borrower or such Guarantor without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or makes an application to be declared insolvent or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by formal notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) The Company or any of its Subsidiaries shall (i) shall generally not pay its debts as such debts become due (which in the case of a Luxembourg entity, and without prejudice to the provisions set out in this paragraph, means that such Luxembourg entity is or is deemed to be in a state of cessation of payments (cessation de payments) and has lost its commercial creditworthiness (ebranlement de credit)), (ii) admit in writing its inability to pay its debts generally, (iii) make an a general assignment for the benefit of creditors; or (iiiv) any proceeding shall be unable instituted by or against the Company or any of its Subsidiaries seeking to pay its debts as they become dueadjudicate it a bankrupt or insolvent, or be unable to pay or perform under the Loan Documentsseeking liquidation, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionwinding up, answer, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors (such as, law in particular, under Luxembourg law, a “faillite”, “gestion contrôlée”, “concordat préventif de la faillite” or regulation pertinent to such circumstances; a “liquidation judiciaire”), or (v) shall seek seeking the entry of an order for relief or consent to or acquiesce in the appointment of any a receiver, trustee, receiver, custodian or liquidator of Borrower other similar official for it or of all or for any substantial part of its property and, in the case of any such proceeding instituted against it (i.e.but not instituted by it), 33-1/3% either such proceeding shall remain undismissed or more) unstayed for a period of 60 days, or any of the assets actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or property the appointment of Borrowera receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (vi) shall cease operations the Company or any of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders Subsidiaries shall take any corporate action initiating to authorize any of the foregoing actions described set forth above in clauses this subsection (e); provided, however, that no Event of Default will occur under this subsection (e) if the events or circumstances referred to in paragraphs (i) through (vi); iv) above apply only to a Subsidiary or Subsidiaries of the Company which is or are not Borrowers unless: (Bx) either (i) forty-five (45) days shall have expired after the commencement aggregate amount of an involuntary action against Borrower seeking reorganizationthe consolidated assets of each Subsidiary of the Company which is the subject of any event or circumstance, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting when aggregated with the operations or consolidated assets of each other Subsidiary of the business of Borrower being stayed; or (ii) a stay Company which is the subject of any such order event or proceedings circumstance, is equal to or greater than 7.5% of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or (y) the aggregate amount of the consolidated net sales of each Subsidiary of the Company which is the subject of any such event or circumstance, when aggregated with the consolidated net sales of each other Subsidiary of the Company which is the subject of any such event or circumstance, is equal to or greater than 7.5% of the consolidated net sales of the Company and its Subsidiaries, taken as a whole, and for purposes of paragraphs (x) and (y) above, the consolidated assets and consolidated net sales of any Subsidiary of the Company shall thereafter be set aside determined by reference to the most recent financial year of the Company and the action setting it aside most recent set of annual audited accounts of the relevant Subsidiary of the Company, if any (which, in the case of the consolidated assets and consolidated net sales of the Company and its Subsidiaries, taken as a whole, shall not be timely appealed; mean the financial statements referred to in Section 4.01(e) or (iiithe most recent set of financial statements delivered pursuant to Section 5.01(h), whichever has been most recently delivered to the Agent hereunder) Borrower shall file any answer admitting or not contesting provided that in the material allegations absence of a petition filed against Borrower in any such proceedings; or (iv) the court accounts in which such proceedings are pending shall enter a decree or order granting the relief sought in relation to any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part Subsidiary of the properties Company the figures for consolidated assets and consolidated net sales of Borrower without such appointment being vacatedSubsidiary shall be determined by such Subsidiary’s auditors; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) 30 days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) 30 days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for a period of more than five consecutive business days, or terminate substantially all of its employees; or (vii) becomes insolvent; or (viii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vivii); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) Any action shall be taken by or on behalf of any Credit Party or any of its Subsidiaries for the termination, winding up, liquidation or dissolution (other than in respect of a Permitted Dissolution) of any Credit Party or any of its Subsidiaries; (ii) any Credit Party or any of its Subsidiaries shall make an general assignment for the benefit of creditors; creditors or (ii) shall be becomes insolvent or otherwise unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) any Credit Party or any of its Subsidiaries shall call a meeting of creditors for the composition of its debts; (iv) any Credit Party or any of its Subsidiaries shall file a petition or answer or consent seeking the readjustment of any of the Indebtedness of any Credit Party or any of its Subsidiaries; (v) any Credit Party or any of its Subsidiaries shall commence any voluntary petition in bankruptcy; or (iv) shall case, file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief proceeding as a debtor under any present applicable insolvency, reorganization or future statutebankruptcy laws now or hereafter existing, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment including The Bankruptcy Code of any trustee1978, receiveras amended, or liquidator of Borrower or of all Title 11 U.S.C. §101 et seq. or any substantial part foreign equivalent thereof (i.e.collectively, 33-1/3% or more) of the assets or property of Borrower“Insolvency Laws”); or (vi) any corporate, or as applicable, limited liability company action shall cease operations be taken by any Credit Party or any of its business as its business has normally been conducted, or terminate substantially all Subsidiaries for the purpose of its employeeseffecting any of the foregoing; or (vii) Borrower any case or its directors proceeding is commenced against a Credit Party to obtain any order or majority shareholders shall take decree from any action initiating court of competent jurisdiction to appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of any Credit Party or any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or its Subsidiaries for any substantial part of its Property and such involuntary case or proceeding shall remain undismissed for a period not to exceed sixty (60) days so long as (A) the properties Credit Parties timely controvert such involuntary case or proceeding and (B) no order appointing such Person is entered against any Credit Party or any of Borrower without its Subsidiaries during such appointment being vacated60-day period; oror (viii) any petition for any proceedings in bankruptcy, receivership, dissolution, or liquidation or for the reorganization or readjustment of Indebtedness of any Credit Party or any of its Subsidiaries shall be commenced involuntarily under any applicable Insolvency Laws against any Credit Party or any of its Subsidiaries and such involuntary case or proceeding shall remain undismissed for a period not to exceed sixty (60) days so long as (A) the Credit Parties timely controvert such involuntary case or proceeding and (B) no order for relief is entered against any Credit Party or any of its Subsidiaries during such 60-day period;

Insolvency. Borrower The Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (A25%) (i) or more of the Borrowing Base Hotel Value shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an a general assignment for the benefit of creditors; or (ii) any proceeding shall be unable to pay its debts as they become dueinstituted by or against the Borrower, the Parent, any of their respective Subsidiaries, or be unable the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base Hotel Value seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionseeking liquidation, answerwinding up, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; seeking the entry of an order for relief or (v) shall seek or consent to or acquiesce in the appointment of any trustee, a receiver, trustee or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or for any substantial part of its property and, in the properties case of Borrower without any such appointment being vacatedproceeding instituted against the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base Hotel Value, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; oror the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base Hotel Value shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease its operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders stockholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable admit in writing its inability to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent,; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five ninety (4590) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors Board or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an The institution by a Party of proceedings under any federal or state law for the relief of debtors wherein such Party is seeking relief as debtor, (ii) a general assignment by a Party for the benefit of creditors; , (iii) the institution by a Party of a proceeding for relief under the United States Bankruptcy Code, (iv) the institution against a Party of a proceeding under the United States Bankruptcy Code, which proceeding is not dismissed, stayed or discharged within 60 days after the filing thereof or, if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding, (iiv) shall be unable the admission by a Party in writing of its inability to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; mature or (vi) shall cease operations of its business as its business has normally been conductedthe attachment, execution or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or other judicial seizure of all or any substantial part of the properties membership interests, stock, partnership interests or other equity interests in a Party which remains undismissed or undischarged for a period of Borrower without 15 days after the levy thereof, if such appointment being vacatedattachment, execution or other judicial seizure would reasonably be expected to have a material adverse effect upon the performance by such Party of its obligations under this Agreement; orprovided, however, that any such attachment, execution or seizure shall not constitute an Event of Default if such Party posts a bond sufficient to fully satisfy the amount of such claim or judgment within 15 days after the levy thereof and the Party’s membership interests are thereby released from the lien of such attachment (each an “Event of Bankruptcy”); provided, however, that notwithstanding the foregoing or any provision of Delaware law to the contrary, none of the Events of Bankruptcy enumerated above shall be deemed an Event of Default hereunder until such time as: (a) a chapter 11 trustee or an examiner with expanded powers is appointed to exercise rights otherwise vested in the Party’s estate or in the Party as debtor in possession, (b) the Event of Bankruptcy is a chapter 7 case in which an order for relief is entered, or a chapter 11 case that has been converted to chapter 7 by entry of an order directing such conversion, (c) following an Event of Bankruptcy, the Party does not perform its obligations hereunder, or (d) following an Event of Bankruptcy, the Required Lenders under the Construction Facility declare an event of default thereunder.”

Insolvency. Borrower (A) (ia) shall make an assignment for the benefit of creditors; or (iib) shall be unable admit in writing its inability to pay its debts as they become due, or be unable its inability to pay or perform under the Loan Documents, or shall become insolvent; or (iiic) shall file a voluntary petition in bankruptcy; or (ivd) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (ve) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vif) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viig) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (ia) through (vif); or (B) either (ia) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (iib) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiic) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (ivd) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. (a) Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (Bb) either (i) forty-five thirty (4530) days shall have expired after the commencement of an any Insolvency Proceeding or any other involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under due in the Loan Documents, or shall become insolventordinary course of business; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancescircumstances except as permitted under Section 7.10 of this Agreement; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. With respect to the Borrower, any action shall be taken by or on behalf of the Borrower (A) (i) for the termination, winding up, liquidation or dissolution of the Borrower; or the Borrower shall make an assignment for the benefit of creditors; or (ii) shall , be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) the Borrower shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) the Borrower shall file any petition, answera petition or answer or consent seeking the reorganization of the Borrower, or document seeking for itself the readjustment of any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancesof the Indebtedness of the Borrower; or (v) the Borrower shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or the Borrower shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the Property or assets or property of the Borrower; or (vi) any corporate action shall cease operations be taken by the Borrower for the purpose of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, Borrower shall have expired after be adjudicated as bankrupt or insolvent; or any petition for any proceedings in bankruptcy or liquidation or for the commencement reorganization or readjustment of an involuntary action against Indebtedness of the Borrower seeking reorganizationshall be filed, arrangementor any case or proceeding shall be commenced, composition, readjustment, liquidation, dissolution or similar relief under any present applicable bankruptcy or future statuteinsolvency laws now or hereafter existing, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting against the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of or any trusteereceiver, receiver administrator, custodian, liquidator or liquidator of trustee shall be appointed for Borrower or of for all or any substantial part of the properties property of the Borrower without and such appointment being vacated; orcase or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to the Borrower under the provisions of the United States Bankruptcy Code, as amended;

Insolvency. (i) Borrower shall (A) admit in writing its inability to, or shall fail generally or be generally unable to, pay its debts (iincluding its payrolls) shall as such debts become due, (B) make an a general assignment for the benefit of creditors; , (C) be dissolved, liquidated, wound up or cease its corporate existence, or (iiD) shall be unable commence any voluntary proceeding or case seeking to pay its debts as they become dueadjudicate it a bankrupt or insolvent, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentintervention, liquidationsuspension of payments, dissolution or similar relief composition of it or its debt under any present law relating to bankruptcy, insolvency, suspension of payments or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the seeking appointment of any a receiver, trustee, receiverintervenor or liquidator, or liquidator of Borrower other similar official for it or of all or for any substantial part of its property, (i.e., 33-1/3% ii) an involuntary proceeding or more) case shall be commenced against Borrower seeking any of the assets foregoing relief and remain undismissed for a period of 30 days; (iii) an order for relief or other order or adjudication shall be entered against Borrower under any such bankruptcy, insolvency or similar law; (iv) any receiver, trustee, or other official or Person shall be appointed to take possession of any property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiv) Borrower or its directors or majority shareholders shall take any corporate action initiating to authorize, or shall consent to, any of the foregoing actions or events set forth above in this paragraph. If any Event of Default shall occur and be continuing, Lender may, by notice to Borrower, declare the entire unpaid principal amount of this Note, all interest accrued and unpaid hereon and all other amounts due hereunder to be forthwith due and payable, whereupon the principal hereof, all such accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, provided that if an event described in clauses paragraph (c) above shall occur, the result which would otherwise occur only upon giving of notice by Lender to Borrower as specified above shall occur automatically, without the giving of any such notice. Borrower agrees to pay on demand the costs and expenses of Lender, and fees and disbursements of counsel, in connection with any Event of Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, this Note, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. No single or partial exercise of any power under this Note shall preclude any other or further exercise of such power or exercise of any other power. No delay or omission on the part of Lender in exercising any right under this Note shall operate as a waiver of such right or any other right thereunder. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, sent or delivered to the respective parties hereto at or to their respective addresses set forth herein, or at or to such other address as shall be designated by any party in a written notice to the other party hereto. All such notices and communications shall be effective: (i) through (vi)if delivered by hand, when delivered; or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay if sent by overnight courier service, when delivered; and (iii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, first class (or air mail, with respect to communications to be sent to or from the United States), postage prepaid. This Note shall be binding on Borrower and its successors and assigns, and shall be binding upon and inure to the benefit of Lender, any future holder of this Note and their respective successors and assigns. Borrower may not assign or transfer this Note or any of its obligations hereunder without Lender’s prior written consent. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby (a) submits to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the Federal courts of the United States sitting in the District of Massachusetts (collectively, the “Massachusetts Courts”), for the purpose of any action or proceeding arising out of or relating to this Note, (b) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such order action or proceedings shall thereafter be set aside proceeding brought in any of the Massachusetts Courts, and any objection on the ground that any such action setting it aside shall not be timely appealed; or proceeding in any Massachusetts Court has been brought in an inconvenient forum, and (iiic) Borrower shall file any answer admitting or not contesting agrees that (to the material allegations of extent permitted by applicable law) a petition filed against Borrower final judgment in any such proceedings; action or (iv) proceeding brought in a Massachusetts Court shall be conclusive and may be enforced in other jurisdictions by suit on the court in which such proceedings are pending shall enter a decree judgment or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orother manner permitted by law.

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventInsolvent; or (iii) shall file a voluntary petition voluntarily seeks, consents to, or acquiesces in bankruptcythe benefit of any Debtor Relief Law; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (viv) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viivi) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulationDebtor Relief Law, without such action being dismissed dismissed, or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order against any Borrower granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower, any of its Subsidiaries, or any Qualifying Physician Group; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group or its respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, any of its Subsidiaries, or any Qualifying Physician Group, as applicable, of any trustee, receiver or liquidator of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group or of all or any substantial part of the properties of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group without such appointment being vacated; or

Insolvency. Borrower Tenant shall be in default upon the occurrence of one or more of the following events (A) each, an "Event of Default"): (i) shall make Tenant files a petition in bankruptcy or otherwise seeks any judicial protection, stay or relief against its creditors generally, (ii) an involuntary petition in bankruptcy against Tenant or any request for the appointment of a receiver or a custodian or other similar officer for any portion of the Tenant's property is filed or made and not dismissed within 90 days; or (iii) the assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under creditors of any portion of the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcyTenant's property is made; or (iv) Tenant's interests in this Lease shall file be attached, levied upon or judicially seized, whereupon Landlord may, by notice to Tenant, terminate this Lease, and neither Tenant nor any petitionperson claiming through or under Tenant shall be entitled to be in possession of the Premises but shall forthwith surrender the same, answerand Landlord, in addition to the other rights Landlord may have, retains as security for its damages any Rent, Security Deposit or document seeking other monies received by Landlord on behalf of Tenant. If any such action, case or petition has been commenced by an unrelated third party against Tenant and is dismissed within a period of 90 days, then the Event of Default shall be deemed cured for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar purposes hereof. This Lease is upon the further condition that if a petition for relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) chapter of the assets Bankruptcy Code is filed by an unrelated third party against Tenant and the trustee or property of Borrower; debtor or (vi) shall cease operations of its business as its business debtor in possession has normally been conducted, not cured all defaults hereunder and assigned or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any assumed this Lease under the Bankruptcy Code within 90 days after the entry of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days Order for Relief, then this Lease shall, at Landlord's sole option, terminate. In case of termination pursuant to this Section 15.1, Tenant shall have expired after the commencement indemnify Landlord against all costs and expenses and loss of an involuntary action against Borrower seeking reorganizationRent, arrangement, composition, readjustment, liquidation, dissolution or similar relief including amounts due under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orSection 15.3.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orbe

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of any Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of any Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or any Borrower, its directors or a majority of its shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, winding up or similar relief relief, or appointing a custodian, receiver, liquidator, administrator, trustee or similar custodian under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) such Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of such Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of the applicable Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

Insolvency. Borrower A Loan Party (Aa) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, application, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, judicial management, moratorium order or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, liquidator or liquidator judicial manager of Borrower such Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Loan Party; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower such Loan Party or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (Bb) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower such Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, judicial management or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Loan Party shall file any answer admitting or not contesting the material allegations of a petition or an application filed against Borrower such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Loan Party, of any trustee, receiver receiver, liquidator or liquidator judicial manager of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, due or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally nominally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-forty five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable fail to pay its debts as they become due, or be unable shall make an assignment for the benefit of its creditors, or shall admit, in writing, its inability to pay its debts as they become due, or perform shall file a petition under any chapter of the Loan DocumentsUnited States Bankruptcy Code or any similar law, now or hereafter existing, or shall become “insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer” as that term is generally defined under the United States Bankruptcy Code, or document seeking shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within thirty (30) calendar days after its commencement or shall convert the case from one chapter of the United States Bankruptcy Code to another chapter, or be the subject of an order for itself relief in such bankruptcy case, or be adjudged a bankrupt or insolvent, or shall have a custodian, trustee, or receiver appointed for, or have any court take jurisdiction of, its property, or any part thereof, in any voluntary or involuntary proceeding, including, but not limited to, those for the purpose of reorganization, arrangement, compositiondissolution, readjustment, or liquidation, dissolution or similar relief under any present or future statuteand such custodian, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside receiver shall not be timely appealed; discharged, or such jurisdiction shall not be relinquished, vacated, or stayed within thirty (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conductedbusiness, or shall terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders (or equivalent position) shall or majority members or equivalent position, take any action initiating any of the foregoing actions described in clauses (iA)(i) through (viA)(vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror (C) shall take any action in furtherance or preparation of any of the foregoing.

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. (a) If Parent, the Borrower (A) or any of its Subsidiaries shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, custodian, liquidator or liquidator trustee of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting for it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of its property or assets, or (viii) commence any proceeding relating to it under any Debtor Relief Law; or (b) if there shall be commenced against Parent, the properties Borrower or any of its Subsidiaries any such proceeding and the same shall not be dismissed within 30 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against Parent, the Borrower without such appointment being vacatedor any of its Subsidiaries; or (c) if Parent, the Borrower or any of its Subsidiaries shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors, or any of them, or shall have made or suffered a transfer of any of its property which may be fraudulent under any Debtor Relief Law including any fraudulent transfer or fraudulent conveyance or similar Law; or (d) if Parent, the Borrower or any of its Subsidiaries shall have made any transfer of its property to or for the benefit of a creditor which constitutes a preferential transfer under any bankruptcy or similar Law; or (e) if Parent, the Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. (a) If the Borrower (A) or any of the other Loan Parties shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, custodian, liquidator or liquidator trustee of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting for it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of its property or assets, or (viii) commence any proceeding relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against the properties Borrower or any of the other Loan Parties any such proceeding and the same shall not be dismissed within sixty (60) days or an order, judgment or decree approving the petition in any such proceeding shall be entered against the Borrower without such appointment being vacatedor any of the other Loan Parties; or (c) if the Borrower or any of the other Loan Parties shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors, or any of them, or shall have made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (d) if the Borrower or any of the other Loan Parties shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or makes an application to be declared insolvent or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by formal notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.1.3(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant’s interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.1.3(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.1.3(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) Each of the following shall constitute an event of default by Tenant under this Lease, upon the occurrence of any such event of default Landlord shall have, without need of any notice, the rights and remedies enunciated in Paragraph 12 of this Lease for events of default hereunder: (i) the commencement of levy, execution or attachment proceedings against Tenant, any principal (which shall make an be defined as any individual or entity having a direct or indirect ownership interest in Tenant of more than 25%) thereof or any partner therein or any surety or guarantor thereof (hereinafter a "Surety") or any of the assets of Tenant, or the application for or appointment of a liquidator, receiver, custodian, sequester, conservator, trustee, or other similar judicial officer; or (ii) the insolvency, under either the bankruptcy or equity definition, of Tenant or any principal thereof or partner therein or any Surety; or (iii) the assignment for the benefit of creditors; , or (ii) shall be unable the admission in writing of an inability to pay its debts generally as they become due, or be unable to pay the ordering of the winding-up or perform under liquidation of the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment affairs of any trustee, receiver, or liquidator of Borrower or of all Tenant or any substantial part (i.e., 33-1/3% principal thereof or more) of the assets partner therein or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedingsSurety; or (iv) the court in which such proceedings are pending shall enter commencement of a decree case by or order granting against Tenant or any principal thereof or partner therein or any Surety under any insolvency, bankruptcy, creditor adjustment, debtor rehabilitation or similar laws, state or federal, or the determination by any of them to request relief sought in under any such proceedings; insolvency, bankruptcy, creditor adjustment, debtor rehabilitation or (v) forty-five (45) days shall have expired after the appointmentsimilar proceeding, state or federal, including, without limitation, the consent by any of them to the appointment of or acquiescence of Borrowertaking possession by a receiver, of any liquidator, assignee, trustee, receiver custodian, sequester or liquidator similar official for it or for any of Borrower its respective property or assets (unless, in the case of all or any substantial part of involuntary proceedings, the properties of Borrower without such appointment being vacated; orsame shall be dismissed within thirty [30] days after institution).

Insolvency. Borrower The Borrower, any Guarantor or any of their respective Subsidiaries shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; The Borrower, any Guarantor or any of their respective Subsidiaries shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (iB) shall make an a general assignment for the benefit of its creditors, (C) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or any other Debtor Relief Law, (D) file a petition seeking to take advantage of any other Debtor Relief Law, (E) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or any other Debtor Relief Law, or (F) take any corporate action for the purpose of effecting any of the foregoing; or (ii) A proceeding or case shall be unable to pay commenced, without the application or consent of the Borrower, any Guarantor or any of their respective Subsidiaries, as applicable, in any court of competent jurisdiction, seeking (A) its debts as they become dueliquidation, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present winding-up, or future statutethe composition or readjustment of its debts, law or regulation pertinent to such circumstances; or (vB) shall seek or consent to or acquiesce in the appointment of any a trustee, receiver, custodian, liquidator or liquidator the like of Borrower or of all the Borrower, any Guarantor or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or their respective Subsidiaries of all or any substantial part of its respective assets, (C) similar relief in respect of the properties Borrower, any Guarantor or any of Borrower without their respective Subsidiaries under any Debtor Relief Law, and such appointment being vacatedproceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, or (D) an order for relief against the Borrower, any Guarantor or any of their respective Subsidiaries shall be entered in an involuntary case under the Federal Bankruptcy Code or any other Debtor Relief Law; orJudgments. Any judgment or order for the payment of money in excess of $500,000 shall be rendered against the Borrower, any Guarantor or any of their respective Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

Insolvency. Borrower The Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (A25%) (i) or more of the Borrowing Base shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an a general assignment for the benefit of creditors; or (ii) any proceeding shall be unable to pay its debts as they become dueinstituted by or against the Borrower, the Parent, any of their respective Subsidiaries, or be unable the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionseeking liquidation, answerwinding up, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; seeking the entry of an order for relief or (v) shall seek or consent to or acquiesce in the appointment of any trustee, a receiver, trustee or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or for any substantial part of its property and, in the properties case of Borrower without any such appointment being vacatedproceeding instituted against the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; oror the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

Insolvency. An Insolvency Proceeding (whether voluntary or ---------- involuntary) shall be commended against the Borrower (A) (i) or any subsidiary of the Borrower; or the Borrower or any subsidiary of the Borrower shall file a petition initiating or shall otherwise institute any similar Insolvency Proceeding under any other applicable federal or state law, or shall consent thereto; or the Borrower or any subsidiary of the Borrower shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers, or the Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors; or (ii) the Borrower or any subsidiary of the Borrower shall be unable admit in writing its inability to pay its debts generally as they become due; or, if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any subsidiary of the Borrower under Chapter 7 or Chapter 11, respectively, of the United States Bankruptcy Code, or any similar proceeding shall be unable to pay commenced against the Borrower or perform any subsidiary of the Borrower under any other applicable federal or state law, and (i) the Loan Documents, or shall become insolventpetition commencing the involuntary case is not timely controverted; or (iiiii) shall file a voluntary the petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in commencing the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) involuntary case is not dismissed within forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealedits filing; or (iii) Borrower shall file an interim trustee is appointed to take possession of all or a portion of the property and/or to operate all or any answer admitting or not contesting part of the material allegations business of a petition filed against Borrower in any such proceedingsthe debtor; or (iv) the court in which such proceedings are pending an order for relief shall enter have been issued or entered therein; or a decree or order granting of a court having jurisdiction in the relief sought in any such proceedings; premises for the appointment of a receiver, liquidator, sequestrator, trustee or (v) forty-five (45) days shall have expired after other officer having similar powers over the appointmentdebtor, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties property of any of the foregoing, shall have been entered; or any other similar relief shall be granted against the Borrower without such appointment being vacatedor any subsidiary of the Borrower, under any applicable federal or state law; or

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3331/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Loan Party (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Loan Party or of all or any substantial part (i.e., i.e. 33-1/3% or more) of the assets or property of Borrowerany Loan Party; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) Borrower any Loan Party or its directors or a majority shareholders of the holders of its Equity Interests shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower any Loan Party being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiiC) Borrower any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order 212788652 v9 263757953 v7 granting the relief sought in any such proceedings; or (vE) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowerany Loan Party, of any trustee, receiver or liquidator of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower (A) (i) TWENTY-FOURTH: If, at any time after the execution and delivery of this lease, The tenant shall be adjudicated a bankrupt, or if the Tenant shall make an any assignment for the benefit of creditors; , or (ii) attempt to take the benefit of any insolvency law, or if a petition or answer to reorganize the Tenant shall be unable to pay its debts as they become dueapproved by any court or judge, or if a petition or answer for a composition or extension shall be unable to pay or perform under filed by the Loan DocumentsTenant, or if a receiver or trustee shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answerbe appointed for the Tenant's property, or document seeking for itself if the Tenant's interest in this lease shall be attached or levied upon or shall evolve upon or pass to any reorganizationparty other than the Tenant except pursuant to an assignment approved by Landlord in accordance with this lease (whether such event occurs prior or subsequent to the commencement of the term or Tenant's entry into possession) such event shall be conclusively deemed a default hereunder, arrangementand the Landlord shall have the right to terminate this lease in the manner hereinafter provided, compositionas if such event were a breach by the Tenant of one of the covenants of this lease. In the event of such termination, readjustmentthe Tenant or any person claiming under, liquidationby or through the Tenant, dissolution by virtue of any statute or similar relief under of an order of any present court, shall not be entitled to possession or future to remain in possession of the demised premises but shall forthwith quit and surrender same. Exclusive of and in addition to any other rights or remedies the Landlord may have through any other portion or provision of this lease or by virtue of any rule of law or statute, law said Landlord may keep and retain, as liquidated damages, any rent, security, deposit or regulation pertinent to such circumstances; other moneys or (v) shall seek consideration received by the Landlord from the Tenant, or consent to or acquiesce others on behalf of the Tenant. Also, in the appointment event of any trusteetermination of this lease as aforesaid, receiverthe Landlord shall be entitled, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) as and for liquidated damages from the Tenant for breach of the assets or property unexpired term of Borrower; or this lease, to an amount equal to the difference between the rental value of the remainder of the term at the time of termination and the actual rent reserved, both discounted to present worth at the rate of four per cent (vi4%) per annum. If at any time within a reasonable period following the date of the termination of the lease, as aforesaid, the premises should be re-rented by the Landlord, the rent realized by any re-letting shall cease operations be deemed PRIMA FACIE to be the rental value. In the event of its business as its business has normally been conducted, or terminate substantially all the occurrence of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) above-mentioned events of default occasioned solely through (vi); the invocation by the Tenant or (B) either (i) forty-five (45) days shall have expired after by third parties of the commencement laws of an involuntary action against Borrower seeking the State of New York, judicial or statutory, as distinguished from the invocation of Federal laws relating to bankruptcy, reorganization, arrangementor otherwise, compositionthe Landlord, readjustmentin addition to the foregoing, liquidationmay accelerate the full amount of rent reserved for the remainder of the lease, dissolution and the same shall forthwith become due and payable to the Landlord. Nothing herein provided shall be deemed to prevent or similar relief under restrict the Landlord from proving and receiving as liquidated damages herein the maximum permitted by any present or future statute, rule of law or regulationstatute prevailing when such damages are to be proved, without such action being dismissed whether they be greater or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orless than those referred to above. REMEDIES OF THE LANDLORD ON DEFAULT PERFORMANCE BY THE LANDLORD

Insolvency. Borrower (A) (i) If before the fulfilment of this contract, either party shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become duesuspend payments, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating notify any of the foregoing actions described in clauses creditors that he is unable to meet debts or that he has suspended or that he is about to suspend payments of his debts, convene, call or hold a meeting of creditors, propose a voluntary arrangement, have an administration order made, have a winding up order made, have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation (iother than for re‑construction or amalgamation) through become subject to an Interim Order under Section 252 of the Insolvency Xxx 0000, or have a Bankruptcy Petition presented against him (vi); any of which acts being hereinafter called an "Act of Insolvency") then the party committing such Act of Insolvency shall forthwith serve a notice of the occurrence of such Act of Insolvency on the other party to the contract and upon proof (by either the other party to the contract or (Bthe Receiver, Administrator, Liquidator or other person representing the party committing the Act of Insolvency) either (i) forty-five (45) that such notice was served within 2 business days of the occurrence of the Act of Insolvency, the contract shall be closed out at the market price ruling on the business day following the serving of the notice. If such notice has not been served, then the other party, on learning of the occurrence of the Act of Insolvency, shall have expired the option of declaring the contract closed out at either the market price on the first business day after the commencement date when such party first learnt of an involuntary action the occurrence of the Act of Insolvency or at the market price ruling on the first business day after the date when the Act of Insolvency occurred. In all cases the other party to the contract shall have the option of ascertaining the settlement price on the closing out of the contract by re­-purchase or re‑sale, and the difference between the contract price and the re‑purchase or re‑sale price shall be the amount payable or receivable under this contract. DOMICILE This contract shall be deemed to have been made in England and to be performed in England, notwithstanding any contrary provision, and this contract shall be construed and take effect in accordance with the laws of England. Except for the purpose of enforcing any award made in pursuance of the Arbitration clause of this contract, the Courts of England shall have exclusive jurisdiction to determine any application for ancillary relief, (save for obtaining security only for the claim or counter-claim),the exercise of the powers of the Court in relation to the arbitration proceedings and any dispute other than a dispute which shall fall within the jurisdiction of arbitrators or board of appeal of the Association pursuant to the Arbitration Clause of this contract. For the purpose of any legal proceedings each party shall be deemed to be ordinarily resident or carrying on business at the offices of The Grain and Feed Trade Association, England, (GAFTA) and any party residing or carrying on business in Scotland shall be held to have prorogated jurisdiction against Borrower seeking reorganizationhimself to the English Courts or if in Northern Ireland to have submitted to the jurisdiction and to be bound by the decision of the English Courts. The service of proceedings upon any such party by leaving the same at the offices of The Grain and Feed Trade Association, arrangementtogether with the posting of a copy of such proceedings to his address outside England, compositionshall be deemed good service, readjustment, liquidation, dissolution or similar relief under any present or future statute, rule of law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting equity to the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orcontrary notwithstanding. DISPUTES & ARBITRATION

Insolvency. Borrower (A) (i) Borrower, any Primary Obligor or any other Loan Party (Borrower and each of the other foregoing Persons being a "Section 9.8 Entity") shall make an assignment for the benefit of creditors or a composition with creditors; or (ii) any Section 9.9 Entity shall admit in writing its inability to pay its debts as they mature, shall file a petition in bankruptcy, shall be adjudicated insolvent or bankrupt, shall petition or apply to any tribunal for the appointment of any receiver, liquidator, trustee or custodian of or for it or any of its Assets; or (iii) any application is made by any other Person for the appointment of any receiver, liquidator, trustee or custodian for any Section 9.8 Entity or for any of the Assets of any Section 9.8 Entity; or (iv) any Section 9.8 Entity shall commence any proceedings relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (v) there shall be commenced against any Section 9.8 Entity any such proceeding which shall remain undismissed for a period of 60 days or more, or any order, judgment or decree approving the petition in any such proceeding shall be entered; or (vi) any Section 9.8 Entity shall by any act or failure to act indicate its consent to, approval of or acquiescence in, any such proceeding or in the appointment of any receiver, liquidator, trustee or custodian (other than a custodian under Non-Default Voluntary Custodial Arrangements) of or for it or any of its Assets, or shall suffer any such appointment to exist; or (vii) any Section 9.8 Entity shall take any action for the purpose of effecting any of the foregoing; or any court of competent jurisdiction shall assume jurisdiction with respect to any such proceeding or a receiver or trustee or other officer or representative of a court or of creditors, or any court, governmental officer or agency, shall under 49 color of legal authority, take and hold possession of any substantial part of the property or Assets of any Section 9.8 Entity; or (viii) any Section 9.8 Entity shall become insolvent (howsoever such insolvency may be evidenced) or shall be unable to pay its debts as they become due, or be unable to pay or perform under mature (except that the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment occurrence of any trusteecondition set forth in this clause (viii) with respect to FC Mexico, receiverso long as FC Mexico is paying its debts as they mature, or liquidator shall not constitute an Event of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of Default under this Section 9.8 unless the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay occurrence of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file condition with respect to FC Mexico is an Event of Default under any answer admitting or not contesting the material allegations other clause of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacatedthis Section 9.8); or

Insolvency. Borrower Any Obligor (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Obligor or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrowerany Obligor; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or any Obligor, its directors or a majority of its shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower such Obligor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, winding up or similar relief relief, or appointing a custodian, receiver, liquidator, administrator, trustee or similar custodian under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Obligor being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Obligor shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Obligor in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Obligor, of any trustee, receiver or liquidator of Borrower such Obligor or of all or any substantial part of the properties of Borrower such Obligor without such appointment being vacated; or

Insolvency. Borrower (A) (i) The Borrower, any Operating Subsidiary or Meritage shall be or become insolvent, or be adjudicated a bankrupt or insolvent, or admit its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or (ii) the Borrower, any Operating Subsidiary or Meritage, shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking apply for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any receiver, trustee, receiver, or liquidator of Borrower similar officer for it or of for all or any substantial part (i.e.of its respective property, 33-1/3% or more) such receiver, trustee or similar officer shall be appointed without the application or consent of the assets Borrower, any Operating Subsidiary or Meritage, and such appointment shall continue undischarged for a period of forty-five (45) days; or the Borrower, any Operating Subsidiary or Meritage shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding shall be instituted (by petition, application or otherwise) against the Borrower, any Operating Subsidiary or Meritage and shall remain undismissed for a period of forty-five (45) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower; , any Operating Subsidiary or (vi) shall cease operations of its business as its business has normally been conductedMeritage and such judgment, writ, or terminate substantially all of its employees; similar process shall not be released, vacated or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) fully bonded within forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution its issue or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacatedlevy; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its managers or directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower The Borrower, the Parent, any of their respective Subsidiaries, or any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (A25%) (i) or more of the Unencumbered Property Hotel Value shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an a general assignment for the benefit of creditors; or (ii) any proceeding shall be unable to pay its debts as they become dueinstituted by or against the Borrower, the Parent, any of their respective Subsidiaries, or be unable any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Unencumbered Property Hotel Value seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionseeking liquidation, answerwinding up, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; seeking the entry of an order for relief or (v) shall seek or consent to or acquiesce in the appointment of any trustee, a receiver, trustee or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or for any substantial part of its property and, in the properties case of Borrower without any such appointment being vacatedproceeding instituted against the Borrower, the Parent, any of their respective Subsidiaries, or any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Unencumbered Property Hotel Value, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; oror the Borrower, the Parent, any of their respective Subsidiaries, or any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Unencumbered Property Hotel Value shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

Insolvency. (i) Borrower shall (A) admit in writing its inability to, or shall fail generally or be generally unable to, pay its debts (iincluding its payrolls) shall as such debts become due, (B) make an a general assignment for the benefit of creditors; , (C) be dissolved, liquidated, wound up or cease its corporate existence, or (iiD) shall be unable commence any voluntary proceeding or case seeking to pay its debts as they become dueadjudicate it a bankrupt or insolvent, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentintervention, liquidationsuspension of payments, dissolution or similar relief composition of it or its debt under any present law relating to bankruptcy, insolvency, suspension of payments or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the seeking appointment of any a receiver, trustee, receiverintervenor or liquidator, or liquidator of Borrower other similar official for it or of all or for any substantial part of its property, (i.e., 33-1/3% ii) an involuntary proceeding or more) case shall be commenced against Borrower seeking any of the assets foregoing relief and remain undismissed for a period of 30 days; (iii) an order for relief or other order or adjudication shall be entered against Borrower under any such bankruptcy, insolvency or similar law; (iv) any receiver, trustee, or other official or Person shall be appointed to take possession of any property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiv) Borrower or its directors or majority shareholders shall take any corporate action initiating to authorize, or shall consent to, any of the foregoing actions or events set forth above in this paragraph. If any Event of Default shall occur and be continuing, Lender may, by notice to Borrower, declare the entire unpaid principal amount of this Note, all interest accrued and unpaid hereon and all other amounts due hereunder to be forthwith due and payable, whereupon the principal hereof, all such accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, provided that if an event described in clauses paragraph (c) above shall occur, the result which would otherwise occur only upon giving of notice by Lender to Borrower as specified above shall occur automatically, without the giving of any such notice. Bxxxxxxx agrees to pay on demand the costs and expenses of Lender, and fees and disbursements of Lxxxxx’s counsel, in connection with any Event of Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, this Note, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. No single or partial exercise of any power under this Note shall preclude any other or further exercise of such power or exercise of any other power. No delay or omission on the part of Lender in exercising any right under this Note shall operate as a waiver of such right or any other right thereunder. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, sent or delivered to the respective parties hereto at or to their respective addresses set forth herein, or at or to such other address as shall be designated by any party in a written notice to the other party hereto. All such notices and communications shall be effective (i) through (vi)if delivered by hand, when delivered; or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay if sent by overnight courier service, when delivered; and (iii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, first class (or air mail, with respect to communications to be sent to or from the United States), postage prepaid. This Note shall be binding on Borrower and its successors and assigns, and shall be binding upon and inure to the benefit of Lender, any future holder of this Note and their respective successors and assigns. Borrower may not assign or transfer this Note or any of its obligations hereunder without Lxxxxx’s prior written consent. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby (a) submits to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the Federal courts of the United States sitting in the District of Massachusetts (collectively, the “Massachusetts Courts”), for the purpose of any action or proceeding arising out of or relating to this Note, (b) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such order action or proceedings shall thereafter be set aside proceeding brought in any of the Massachusetts Courts, and any objection on the ground that any such action setting it aside shall not be timely appealed; or proceeding in any Massachusetts Court has been brought in an inconvenient forum, and (iiic) Borrower shall file any answer admitting or not contesting agrees that (to the material allegations of extent permitted by applicable law) a petition filed against Borrower final judgment in any such proceedings; action or (iv) proceeding brought in a Massachusetts Court shall be conclusive and may be enforced in other jurisdictions by suit on the court in which such proceedings are pending shall enter a decree judgment or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orother manner permitted by law.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-33- 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror 9.6

Insolvency. Borrower (Aa) (i) shall be unable to pay its debts (including trade debts) as they become due, or be unable to pay or perform under the Loan Documents, (ii) shall fail to maintain assets with a fair saleable value that exceeds the fair value of such Borrower’s liabilities, (iii) shall maintain an unreasonably small amount of capital with which to conduct its business, or (iv) shall otherwise become insolvent; or (b) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; , or (iviii) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (viv) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (viv) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viivi) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (Bc) either (i) forty-forty five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror 9.6

Insolvency. Borrower Section 15.01 If at any time during the Lease Term, (A1) proceedings in bankruptcy shall be instituted (ivoluntarily or involuntarily) shall make by or against Tenant which result in an assignment for the benefit adjudication of creditors; bankruptcy, or (ii2) if Tenant shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Act of the United States of America (or under any other present or future statute, law or regulation pertinent to regulation), and such circumstances; filing is not vacated or withdrawn within sixty (60) days thereafter, or (v3) if a trustee or receiver shall seek or consent be appointed to or acquiesce in take possession of the appointment of any trusteeDemised Premises, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; the business or assets of Tenant, and such appointment is not vacated or withdrawn and possession restored to Tenant, within thirty (30) days thereafter, or (vii4) Borrower if a general assignment or its directors arrangement is made by Tenant for the benefit of creditors, or majority shareholders shall take (5) if any action initiating any sheriff, marshal, constable or other duly-constituted public official takes possession of the foregoing actions described in clauses Demised Premises, or of all or substantially all of the business or assets of Tenant by authority of any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of thirty (i30) through (vi); days after the levy thereof, or (B6) either if Tenant shall admit in writing Tenant’s inability to pay its debts as they become due; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding; or, if within sixty (i) forty-five (4560) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such proceeding shall not have been dismissed, then an Event of Default under this Lease shall have occurred on the part of Tenant and Landlord may, at its option in any of such events, on thirty (30) days notice to Tenant, if such action being dismissed is not vacated or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside withdrawn, immediately recapture and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part take possession of the properties Demised Premises and terminate this Lease pursuant to process of Borrower without such appointment being vacated; orlaw.

Insolvency. Borrower (A) (i) If, at any time after the execution and delivery of this lease, the Tenant shall be adjudicated a bankrupt, or if the Tenant shall make an any assignment for the benefit of creditors; , or (ii) attempt to take the benefit of any insolvency law, or if a petition or answer to reorganize the Tenant shall be unable to pay its debts as they become dueapproved by any court or judge, or if a petition or answer for a composition or extension shall be unable to pay or perform under filed by the Loan DocumentsTenant, or if a receiver or trustee shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answerbe appointed for the Tenant’s property, or document seeking for itself if the Tenant’s interest in this lease shall be attached or levied upon or shall devolve upon or pass to any reorganizationparty other than the Tenant (whether such event occurs prior or subsequent to the commencement of the term or Tenant’s entry into possession) such event shall be conclusively deemed a default hereunder, arrangementand the Landlord shall have the right to terminate this lease in the manner hereinafter provided, compositionas if such event were a breach by the Tenant of one of the covenants of this lease. In the event of such termination, readjustmentthe Tenant or any person claiming under, liquidationby or through the Tenant, dissolution by virtue of any statute or similar relief under of any present order of any court, shall not be entitled to possession or future to remain in possession of the demised premises but shall forthwith quit and surrender same. Exclusive of and in addition to any other rights or remedies the Landlord may have through any other portion or provision of this lease or by virtue of any rule of law or statute, law said Landlord may keep and retain, as liquidated damages, any rent, security, deposit or regulation pertinent to such circumstances; other moneys or (v) consideration received by the Landlord from the Tenant, or others on behalf of the Tenant, which shall seek or consent to or acquiesce be applied on account of the Tenant’s obligations hereunder. Also, in the appointment event of any trusteetermination of this lease as aforesaid, receiverthe Landlord shall be entitled, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) as and for liquidated damages from the Tenant for breach of the assets or property unexpired term of Borrower; or this lease, to an amount equal to the difference between the rental value of the remainder of the term at the time of termination and the actual rent reserved, both discounted to present worth at the rate of one and one-half (vi11/2%) per month. If at any time within a reasonable period following the date of the termination of the lease, as aforesaid, the premises should be re-rented by the Landlord, the rent realized by any re-letting shall cease operations be deemed prima facie evidence of its business as its business has normally been conducted, or terminate substantially all the rental value. In the event of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating the occurrence of any of the foregoing actions described in clauses (i) above-mentioned events of default occasioned solely through (vi); the invocation by the Tenant or (B) either (i) forty-five (45) days shall have expired after by third parties of the commencement laws of an involuntary action against Borrower seeking the State of New York, judicial or statutory, as distinguished from the invocation of Federal laws relating to bankruptcy, reorganization, arrangementor otherwise, compositionthe Landlord, readjustmentin addition to the foregoing, liquidationmay accelerate the full amount of rent reserved for the remainder of the lease, dissolution and the same shall forthwith become due and payable to the Landlord, less the rental value of the remainder of the term at the time of termination, discounted to present value at the rate of one and one-half (1 1/2%) per month. Nothing herein provided shall be deemed to prevent or similar relief under restrict the Landlord from proving and receiving as liquidated damages herein the maximum permitted by any present or future statute, rule of law or regulationstatute prevailing when such damages are to be proved, without such action being dismissed whether they be greater or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orless than those referred to above.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall otherwise become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees, or becomes insolvent; or (vii) such Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of any Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

Insolvency. Any action shall be taken by or on behalf of Borrower (A) (i) or a Guarantor for the termination, winding up, liquidation or dissolution of Borrower or a Guarantor; or Borrower or a Guarantor shall make an assignment for the benefit of creditors; , become insolvent or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) Borrower or a Guarantor shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) Borrower or a Guarantor shall file any petition, answer, a petition or document answer or consent seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution the reorganization of Borrower or similar relief under any present or future statute, law or regulation pertinent to such circumstancesa Guarantor; or (v) Borrower or a Guarantor shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or Borrower or a Guarantor shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the assets Property of Borrower or property of Borrowera Guarantor; or (vi) any corporate action shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) be taken by Borrower or its directors or majority shareholders shall take any action initiating a Guarantor for the purpose of effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, Borrower or a Guarantor shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution be adjudicated as bankrupt or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayedinsolvent; or (ii) a stay any petition for any proceedings in bankruptcy or liquidation or for the reorganization or readjustment of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator Indebtedness of Borrower or of a Guarantor shall be filed, or any case or proceeding shall be commenced, under any applicable bankruptcy or insolvency laws now or hereafter existing, against Borrower or a Guarantor, or any receiver, administrator, custodian, liquidator or trustee shall be appointed for Borrower or a Guarantor or for all or any substantial part of its Property and such case or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to Borrower or a Guarantor under the properties provisions of Borrower without such appointment being vacated; orthe United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as amended;

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conductedbusiness, or shall terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders shall or majority members or equivalent position, take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Landlord and Tenant (Aas either debtor or debtor-in-possession) agree that if a petition is filed by or against Tenant (each a "Petition") under any chapter of Title 11 of the United States Code as it now exists or is hereafter amended (the "Bankruptcy Code"), and is not dismissed within 60 days: (a) Tenant shall perform each and every obligation of Tenant under this Lease, until such time as this Lease is either rejected or assumed; (b) adequate protection for the performance of Tenant's post-Petition but pre-assumption or pre-rejection obligations under this Lease shall be provided within 30 business days after the filing and shall be in the form of a security deposit to be held by the court or an independent escrow agent approved by the court, in an amount equal to all amounts then payable by Tenant to Landlord under the terms of the Lease during a one-month period; (c) Tenant shall give Landlord at least 30 days prior written notice of any abandonment of the Premises; (d) if Tenant abandons the Premises, Tenant stipulates to the entry, without notice to any party, of an ex parte order modifying the stay to permit Landlord to take reasonable steps to secure the Premises, including changing the locks, putting lights on timers and covering the windows; (e) if Tenant has failed to timely and fully perform any of its obligations under this Lease before the filing of the Petition, whether or not Landlord has given Tenant written notice of said failure and whether or not any time period for performance or cure set forth in Section 11 has expired before the filing of the Petition, Tenant shall be deemed to have been in default on the date the Petition was filed; (f) Tenant shall provide Landlord with 30 days prior written notice of the proposed assumption or assignment of this Lease, which notice shall set forth (1) the compensation for pecuniary loss to be provided to Landlord, (2) the adequate assurance of prompt cure and future performance to be provided to Landlord, (3) the name, address, state and federal tax identification numbers, and any other federal, state or local registration numbers, of any proposed assignee and (4) all of the terms and conditions of any proposed assignment; (g) prompt cure of defaults shall mean cure within 30 days after assumption; (h) adequate assurance of future performance of this Lease after assumption by Tenant or any proposed assignee will require that Tenant or the proposed assignee deposit with Landlord as security for such future performance, an amount equal to 3 months of Fixed Rent and Additional Rent; and (i) if this Lease is to be assigned, adequate assurance of future performance by the proposed assignee shall make an assignment for also require that (1) the benefit assignee demonstrate that it has the business experience and financial ability to perform the Tenant's obligations under this Lease and operate the Premises in the manner contemplated by this Lease, (2) the Premises will remain a single space and no physical changes of creditors; or any kind will be made to the Premises without complying with the applicable provisions of this Lease and (ii3) shall be unable the assignee assumes any obligations of Tenant to pay its debts as they become duefor improvements to the Premises constructed by Landlord, which obligations are contained in any agreement or be unable instrument other than this Lease. Tenant shall do all other things of benefit to pay or perform Landlord that are otherwise permitted under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orBankruptcy Code.

Insolvency. Borrower In the event that Tenant: (Aa) ceases to do business as a going concern; (ib) shall make makes an assignment for the benefit of creditors; (c) generally fails to pay its debts as they become due or (ii) shall be unable admits in writing its inability to pay its debts as they become due; (d) files a petition commencing a voluntary case under any chapter of the Bankruptcy Code, or be unable to pay or perform under 11 U.S.C. Section 101 et seq. (the Loan Documents, or shall become "Bankruptcy Code"); (e) is adjudicated an insolvent; or (iiif) shall file files a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief arrangement under the Bankruptcy Code or any other present or future statute, law law, rule or regulation pertinent regulation; (g) files an answer admitting the material allegations of a petition filed against it in any such proceeding; (h) consents to the filing of such circumstances; a petition or (v) shall seek or consent to or acquiesce acquiesces in the appointment of any trustee, a trustee receiver, custodian or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the its assets or property of Borrowerproperties; or (vii) shall cease operations takes any action in preparation of its business dissolution or liquidation; or in the event that a case, proceeding or other action shall be instituted against Tenant seeking the entry of an order for relief against Tenant to adjudicate Tenant as its business has normally been conducteda bankrupt or insolvent, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against Tenant under the Bankruptcy code or any other present or future statute, law law, rule or regulation, without which case, proceeding or other action either results in such action being dismissed entry, adjudication, or all orders issuance or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay entry of any such other order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; judgment having a similar effect or remains undismissed for sixty (iii60) Borrower shall file any answer admitting days, or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or within sixty (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (4560) days shall have expired after the appointment, appointment without the Tenant's consent or acquiescence of Borrower, of any trustee, receiver receiver, custodian or liquidator of Borrower other similar official for it or of for all or any substantial part of the properties of Borrower without its assets and properties, such appointment being shall not be vacated; orthen and in any of such events, Tenant shall be considered in default of this Lease Agreement, and Landlord may, by notice to Tenant, terminate this Lease Agreement, and upon such notice, Tenant's right to possession of the Demised Premises shall cease and Tenant shall then quit and surrender the Demised Premises.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be generally unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (Aa) The Issuer shall commence any case, proceeding or other action (i) shall make 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 assignment order for the benefit of creditors; or (ii) shall be unable relief entered with respect to pay its debts as they become dueit, or be unable seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, compositionadjustment, readjustmentwinding-up, liquidation, dissolution dissolution, composition or similar other relief under any present with respect to it or future statuteits Debts, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations seeking appointment of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointmentreceiver, without the consent or acquiescence of Borrower, of any trustee, receiver custodian or liquidator of Borrower other similar official for it or of for all or any substantial part of its assets, or the properties Issuer shall make a general assignment for the benefit of Borrower its creditors; or (b) there shall be commenced against the Issuer any case, proceeding or other action of a nature referred to in clause (a) above which (i) results in an order for such relief or in the appointment of a 32 receiver or similar official or (ii) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (c) there shall be commenced against the Issuer, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, rehabilitation, distraint or similar process against all or any substantial part of its assets (including the Security), 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 sixty (60) days from the entry thereof; or (d) the Issuer 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 (a), (b) or (c) above; or (e) the Issuer shall generally not, or shall be unable to, and so admit in writing its inability to, pay its Debts; or (f) a moratorium, restructuring, adjustment or comparable extraordinary restriction shall have been declared (whether or not in writing) with respect to the Bonds or Parity Debt of the Issuer by the Issuer or the State (including, without such appointment being vacatedlimitation, any of the executive, legislative or judicial branches of government thereof) or any federal government agency or authority having jurisdiction over the Issuer; or

Insolvency. (a) If a Borrower (A) or any of its Subsidiaries shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trusteeinterim receiver, receiver and manager, custodian, liquidator or liquidator trustee of Borrower or of all for it or any substantial part of its property or assets, or (viii) commence any case or proceeding relating to it under any Debtor Relief Law of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against a Borrower or any of its Subsidiaries any such case, petition or proceeding (including the properties filing of a notice of intention in respect thereof) and the same shall not be dismissed within 60 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against a Borrower without such appointment being vacatedor any of its Subsidiaries; or (c) if a Borrower or any of its Subsidiaries shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors, or any of them, or shall have made or suffered a transfer of any of its property which may be fraudulent under any Debtor Relief Law, fraudulent conveyance or similar law; or (d) if a Borrower or any of its Subsidiaries shall have made any transfer of its property to or for the benefit of a creditor which constitutes a preferential transfer under any Debtor Relief Law; or (e) if a Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of Borrower any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror 9.6

Insolvency. Borrower (Aa) Any Loan Party (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, due or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowerany Loan Party; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viib) Borrower any Loan Party or its directors or a majority shareholders of the holders of its Equity Interests shall take any action initiating any of the foregoing actions described in clauses (ia)(i) through (via)(vi); or (Bc) either (i) forty-five consecutive (45) days shall have expired after the commencement of an involuntary action against Borrower any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower any Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five consecutive (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowerany Loan Party, of any trustee, receiver or liquidator of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower (A) (i) Borrower, any of its REO Affiliates or any other Loan Party (Borrower and each of the other foregoing Persons being a “Section 9.7 Entity”) shall make an assignment for the benefit of creditors or a composition with creditors; or (ii) any Section 9.7 Entity shall admit in writing its inability to pay its debts as they mature, shall file a petition in bankruptcy, shall be adjudicated insolvent or bankrupt, shall petition or apply to any tribunal for the appointment of any receiver, liquidator, trustee or custodian of or for it or any of its Assets; or (iii) any application is made by any other Person for the appointment of any receiver, liquidator, trustee or custodian for any Section 9.7 Entity or for any of the Assets of any Section 9.7 Entity; or (iv) any Section 9.7 Entity shall commence any proceedings relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (v) there shall be commenced against any Section 9.7 Entity any such proceeding which shall remain undismissed for a period of 60 days or more, or any order, judgment or decree approving the petition in any such proceeding shall be entered; or (vi) any Section 9.7 Entity shall by any act or failure to act indicate its consent to, approval of or acquiescence in, any such proceeding or in the appointment of any receiver, liquidator, trustee or custodian (other than as contemplated in the Custodian Agreement) of or for it or any of its Assets, or shall suffer any such appointment to exist; or (vii) any Section 9.7 Entity shall take any action for the purpose of effecting any of the foregoing; or any court of competent jurisdiction shall assume jurisdiction with respect to any such proceeding or a receiver or trustee or other officer or representative of a court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or Assets of any Section 9.7 Entity; or (viii) any Section 9.7 Entity shall become insolvent (howsoever such insolvency may be evidenced) or shall be unable to pay its debts as they become due, or be unable to pay or perform under mature (except that the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment occurrence of any trusteecondition set forth in this clause (viii) with respect to any REO Affiliate or FC Mexico, receiverso long as FC Mexico or such REO Affiliate is paying its debts (other than Charges against any REO 34 Property for which no associated tax sale or action to foreclose has commenced) as they mature, or liquidator shall not constitute an Event of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of Default under this Section 9.7 unless the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay occurrence of any such order condition with respect to FC Mexico or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file such REO Affiliate is an Event of Default under any answer admitting or not contesting the material allegations other clause of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacatedthis Section 9.7); or

Insolvency. Borrower (A) If at any time during the Lease Term, (i) proceedings in bankruptcy shall make be instituted (voluntarily or involuntarily) by or against Tenant or Buffets, Inc., a Minnesota corporation (“Guarantor”) that result in the filing of a voluntary petition or the entry of an assignment order for the benefit of creditors; relief, or (ii) Tenant or Guarantor shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant or Guarantor, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Code of the United States of America (or under any other present or future federal or state statute, law or regulation pertinent of similar intent or application), and such filing is not vacated or withdrawn within sixty (60) days thereafter, or (iii) a trustee or receiver shall be appointed to take possession of any of the Demised Properties, or of all or substantially all of the business or assets of Tenant or Guarantor, and such circumstances; appointment is not vacated or withdrawn and possession restored to Tenant within sixty (60) days thereafter, or (iv) a general assignment or arrangement is made by Tenant or Guarantor for the benefit of creditors, or (v) shall seek any sheriff, marshal, constable or consent to or acquiesce in the appointment other duly-constituted public official takes possession of any trusteeDemised Property, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) substantially all of the business or assets of Tenant or property Guarantor by authority of Borrower; any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, or (vi) Tenant or Guarantor shall cease operations of admit in writing Tenant’s or Guarantor’s inability to pay its business debts as its business has normally been conducted, or terminate substantially all of its employeesthey become due; or (vii) Borrower Tenant or its directors Guarantor files an answer admitting or majority shareholders shall take failing timely to contest a material allegation of a petition filed against Tenant or Guarantor, respectively, in any action initiating any of the foregoing actions described in clauses (i) through (vi)such proceeding; or (Bviii) either within ninety (i) forty-five (4590) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant or Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside proceeding shall not have been dismissed. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting permitted by the material allegations bankruptcy court having jurisdiction, cure all defaults of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part Tenant hereunder outstanding as of the properties date of Borrower without the affirmance of this Lease and provide to Landlord such appointment being vacated; oradequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease.

Insolvency. Borrower With respect to Borrower, (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventinsolvent or is deemed to, or is declared to, be insolvent or unable to pay its debts under any applicable law; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file or consent to any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, administration, moratorium, winding-up, or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, liquidator, or liquidator other similar officer of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver receiver, liquidator, or liquidator administrator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conductedbusiness, or shall terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders (or equivalent position) shall or majority members or equivalent position, take any action initiating any of the foregoing actions described in clauses (iA)(i) through (viA)(vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, ,arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror (C) shall take any action in furtherance or preparation of any of the foregoing.

Insolvency. Borrower Borrower, and with respect to the Guarantors, as the following may apply under the Insolvency and Economic Rehabilitation Law, 2018 (“Israeli Insolvency Law”), (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower a Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowera Loan Party; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower a Loan Party or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower a Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower a Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower a Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrowerthe applicable Loan Party, of any trustee, receiver or liquidator of Borrower a Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; oror (vi) with respect to Guarantors, any step is taken with a view to the suspension of payments, a moratorium or a composition, compromise, assignment or similar arrangement with any of its creditors and including the filing for a motion to initiate proceedings under the Israeli Insolvency Law; or [***] Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) and Item 601(a)(5).

Insolvency. Borrower Borrowers (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become duedue in the ordinary course of business, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancescircumstances except as permitted under Section 7.10 of this Agreement; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of a Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of a Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) a Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Borrowers being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) a Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against a Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver or liquidator of a Borrower or of all or any substantial part of the properties of Borrower Borrowers without such appointment being vacated; or

Insolvency. Borrower (A) (i) 28. It is agreed by the parties hereto that: if Tenant shall make an assignment for be adjudicated a bmtl<rupt or m1 insolvent or take the benefit of creditorsany federal reorganization or composition proceeding or make a general assig1unent or take the benefit of any insolvency law, or if Tenant's leasehold interest under this Lease shall be sold under any execution or process of law, or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws), or if said Premises shall be abandoned or_deserted; or (ii) if Tenant shall be unable fail to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating perfonn any of the foregoing actions described in clauses (i) through (vi)terms, provisions, covenants or conditions of this Lease on Tenant's pa11 to be performed; or (B) either (i) forty-five (45) days shall have expired after if this Lease or the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution Term thereof be transferred or similar relief passed to or devolved under any present persons, finns, officers or future statutecorporations other than by death of the Tenant, operation of law or regulationotherwise, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower than in any such proceedings; events, at the option ofLandlord, the total remaining unpaid Base Rental for the Term of this Lease shall become due and payable or (iv) this Lease and the court in which such proceedings are pending Term of this Lease shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-expire and end five (455) days after Landlord has given Tenant written notice (in the manner hereinafter provided) of such act, condition or default and Tenant hereby agrees immediately then to pay said Base Rental or quit and surrender said Demised Premises to Landlord but this shall have expired after not impair or affect Landlord1s right to maintain su1mna1y proceedings for the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part recovery of the properties possession of Borrower the Demised Premises in all cases provided for by law. If the Term of this Lease shall be so Terminated, Landlord nlay imtnecliately, or at any tiine thereafter, re-enter or repossess the Demised Premises and remove all persons and property therefrotn without such appointment being vacated; orliable for trespass or damages.

Insolvency. Borrower (A) (i) Borrower, any Primary Obligor or any other Loan Party (Borrower and each of the other foregoing Persons being a “Section 9.8 Entity”) shall make an assignment for the benefit of creditors or a composition with creditors; or (ii) any Section 9.9 Entity shall admit in writing its inability to pay its debts as they mature, shall file a petition in bankruptcy, shall be adjudicated insolvent or bankrupt, shall petition or apply to any tribunal for the appointment of any receiver, liquidator, trustee or custodian of or for it or any of its Assets; or (iii) any application is made by any other Person for the appointment of any receiver, liquidator, trustee or custodian for any Section 9.8 Entity or for any of the Assets of any Section 9.8 Entity; or (iv) any Section 9.8 Entity shall commence any proceedings relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (v) there shall be commenced against any Section 9.8 Entity any such proceeding which shall remain undismissed for a period of 60 days or more, or any order, judgment or decree approving the petition in any such proceeding shall be entered; or (vi) any Section 9.8 Entity shall by any act or failure to act indicate its consent to, approval of or acquiescence in, any such proceeding or in the appointment of any receiver, liquidator, trustee or custodian (other than a custodian under Non-Default Voluntary Custodial Arrangements) of or for it or any of its Assets, or shall suffer any such appointment to exist; or (vii) any Section 9.8 Entity shall take any action for the purpose of effecting any of the foregoing; or any court of competent jurisdiction shall assume jurisdiction with respect to any such proceeding or a receiver or trustee or other officer or representative of a court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or Assets of any Section 9.8 Entity; or (viii) any Section 9.8 Entity shall become insolvent (howsoever such insolvency may be evidenced) or shall be unable to pay its debts as they become due, or be unable to pay or perform under mature (except that the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment occurrence of any trusteecondition set forth in this clause (viii) with respect to FC Mexico, receiverso long as FC Mexico is paying its debts as they mature, or liquidator shall not constitute an Event of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of Default under this Section 9.8 unless the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay occurrence of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file condition with respect to FC Mexico is an Event of Default under any answer admitting or not contesting the material allegations other clause of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacatedthis Section 9.8); or

Insolvency. Borrower (Ai) (iA) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., i.e. 33-1/3% or more) of the assets or property of Borrower; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) Borrower or its directors or a majority shareholders of the holders of its Equity Interests shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiiC) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (vE) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Loan Party (A) (i) shall make an assignment for the benefit of creditors; or (iia)(i) shall be unable to pay its debts (including trade debts) as they become due, or be unable to pay or perform under the Loan Documents, (ii) shall fail to maintain assets with a fair saleable value that exceeds the fair value of such Loan Party’s liabilities, (iii) shall maintain an unreasonably small amount of capital with which to conduct its business, or (iv) shall otherwise become insolvent; or (iiib)(i) shall make an assignment for the benefit of creditors; or (ii) shall file a voluntary petition in bankruptcy; , or (iviii) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (viv) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Loan Party; or (viv) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viivi) Borrower such Loan Party or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (Bc) either (i) forty-five (45) consecutive days shall have expired after the commencement of an involuntary action against Borrower such Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) consecutive days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Loan Party, of any trustee, receiver or liquidator of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for five (5) or more consecutive days, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) If before the fulfilment of this contract, either party shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become duesuspend payments, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating notify any of the foregoing actions described in clauses creditors that he is unable to meet debts or that he has suspended or that he is about to suspend payments of his debts, convene, call or hold a meeting of creditors, propose a voluntary arrangement, have an administration order made, have a winding up order made, have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation (iother than for re- construction or amalgamation) through become subject to an Interim Order under Section 252 of the Insolvency Xxx 0000, or have a Bankruptcy Petition presented against him (vi); any of which acts being hereinafter called an "Act of Insolvency") then the party committing such Act of Insolvency shall forthwith transmit by telex or telegram or by other method of rapid written communication a notice of the occurrence of such Act of Insolvency to the other party to the contract and upon proof (Bby either the other party to the contract or the Receiver, Administrator, Liquidator or other person representing the party committing the Act of Insolvency) either (i) forty-five (45) that such notice was thus given within 2 business days of the occurrence of the Act of Insolvency, the contract shall be closed out at the market price ruling on the business day following the giving of the notice. If such notice be not given as aforesaid, then the other party, on learning of the occurrence of the Act of Insolvency, shall have expired the option of declaring the contract closed out at either the market price on the first business day after the commencement date when such party first learnt of an involuntary action against Borrower seeking reorganizationthe occurrence of the Act of Insolvency or at the market price ruling on the first business day after the date when the Act of Insolvency occurred. In all cases the other party to the contract shall have the option of ascertaining the settlement price on the closing out of the contract by repurchase or re-sale, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside difference between the contract price and the re-purchase or re-sale price shall not be timely appealed; the amount payable or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orreceivable under this contract.

Insolvency. Borrower (A) Parent or any Subsidiary Guarantor (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iviii) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (viv) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower Parent or such Subsidiary Guarantor, as applicable, or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of BorrowerParent or such Subsidiary Guarantor, as applicable; or (viv) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viivi) Borrower Parent or any Subsidiary Guarantor or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (B) Parent or any Subsidiary Guarantor either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower Parent or any Subsidiary Guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Parent or such Subsidiary Guarantor, as applicable, being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower Parent or any Subsidiary Guarantor shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower Parent or such Subsidiary Guarantor, as applicable, in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of BorrowerParent or any Subsidiary Guarantor, as applicable, of any trustee, receiver or liquidator of Borrower Parent or such Subsidiary Guarantor, as applicable, or of all or any substantial part of the properties of Borrower Parent or such Subsidiary Guarantor, as applicable, without such appointment being vacated; (C) (1) Parent or any Subsidiary Guarantor (i) is generally unable or admits in writing inability to pay its debts as they fall due; (ii) is deemed to, or is declared to, be unable to pay its debts under applicable law; (iii) suspends or threatens to suspend making payments on any of its debts; or (iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding Agent or Lender in its capacity as such) with a view to rescheduling any of its indebtedness; (2) the value of the assets of Parent or such Subsidiary Guarantor is less than its liabilities (taking into account contingent and prospective liabilities) or (3) a moratorium is declared in respect of any indebtedness of Parent or such Subsidiary Guarantor; or (4) any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of Parent or any Subsidiary Guarantor; (ii) a composition, compromise, assignment or arrangement with any creditor of Parent or any Subsidiary Guarantor; (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of Parent or any Subsidiary Guarantor or any of their assets; or (iv) enforcement of any Collateral over any assets of Parent or any Subsidiary Guarantor, or any analogous procedure or step is taken in any jurisdiction; provided this clause 4 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Insolvency. Borrower (A) If at any time during the Lease Term, (i) proceedings in bankruptcy shall make be instituted (voluntarily or involuntarily) by or against Tenant or Buffets, Inc., a Minnesota corporation (“Guarantor”) that result in the filing of a voluntary petition or the entry of an assignment order for the benefit of creditors; relief, or (ii) Tenant or Guarantor shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant or Guarantor, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Code of the United States of America (or under any other present or future federal or state statute, law or regulation pertinent of similar intent or application), and such filing is not vacated or withdrawn within sixty (60) days thereafter, or (iii) a trustee or receiver shall be appointed to take possession of the Demised Property, or of all or substantially all of the business or assets of Tenant or Guarantor, and such circumstances; appointment is not vacated or withdrawn and possession restored to Tenant within sixty (60) days thereafter, or (iv) a general assignment or arrangement is made by Tenant or Guarantor for the benefit of creditors, or (v) shall seek any sheriff, marshal, constable or consent to or acquiesce in other duly-constituted public official takes possession of the appointment of any trusteeDemised Property, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) substantially all of the business or assets of Tenant or property Guarantor by authority of Borrower; any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, or (vi) Tenant or Guarantor shall cease operations of admit in writing Tenant’s or Guarantor’s inability to pay its business debts as its business has normally been conducted, or terminate substantially all of its employeesthey become due; or (vii) Borrower Tenant or its directors Guarantor files an answer admitting or majority shareholders shall take failing timely to contest a material allegation of a petition filed against Tenant or Guarantor, respectively, in any action initiating any of the foregoing actions described in clauses (i) through (vi)such proceeding; or (Bviii) either within ninety (i) forty-five (4590) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant or Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside proceeding shall not have been dismissed. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting permitted by the material allegations bankruptcy court having jurisdiction, cure all defaults of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part Tenant hereunder outstanding as of the properties date of Borrower without the affirmance of this Lease and provide to Landlord such appointment being vacated; oradequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease.

Insolvency. Borrower Tenant agrees that if at any time a petition under the federal Bankruptcy Code, as may be amended from time to time (Ahereinafter referred to as the "Bankruptcy Code"), or any state bankruptcy or insolvency laws, be filed by or on behalf of Tenant or against Tenant and remain undismissed for a period of sixty (60) days after service thereof, such event shall constitute a default under this Lease and Landlord shall be entitled to immediately exercise such rights and remedies it may elect under this Lease (iwithout regard to the cure periods provided thereunder) or applicable law. Tenant further agrees, that in the event Tenant's trustee or Tenant, as debtor-in-possession, rejects or otherwise terminates this Lease pursuant to the Bankruptcy Code, Landlord shall make an be entitled to possession of the Demised Premises immediately without further obligation to Tenant or Tenant's trustee, and this Lease shall terminate, but Landlord's right to be compensated for damages (including, without limitation, liquidated damages pursuant to the terms of this Lease) in any such proceeding shall survive. In addition to the occurrence of the filing of a petition under the Bankruptcy Code or state bankruptcy or insolvency laws by or on behalf of Tenant or against Tenant, the occurrence of any of the following shall constitute a default under this Lease and Landlord shall be entitled to exercise such rights and remedies it may elect under this Lease (after expiration of applicable cure periods, if any, provided thereunder) or other applicable law: (a) a general assignment for the benefit of creditors; (b) the appointment under applicable state law of a trustee or receiver to take possession of substantially all of Tenant's assets or of Tenant's interest in this Lease; (iic) shall be unable to pay its debts as they become duethe attachment, or be unable to pay other judicial seizure of substantially all of Tenant's assets or perform under the Loan Documents, or shall become insolventof Tenant's interest in this Lease; or (iiid) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) insolvency of the assets or property of Borrower; or (vi) Tenant. Anything to the contrary herein notwithstanding, Tenant shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of not be deemed to be in default under the foregoing provision with respect to any actions described in clauses against or involving Tenant of an involuntary nature until the expiration of sixty (i) through (vi); or (B) either (i) forty-five (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being and Tenant's failure to cause the same to be dismissed within such period. As used in this Article IX, the term "Tenant" shall include the Tenant named herein, as well as any assignee or all orders subtenant, and any surety or proceedings thereunder affecting other guarantor of this Lease. Tenant hereby acknowledges and agrees that if Tenant obtains an order from a Court authorizing the operations or assumption of this Lease pursuant to Section 365 of the business Bankruptcy Code, such assumption shall be of Borrower being stayed; or the Lease in its entirety and Tenant's rights to assign the Lease shall be governed solely by this Lease. Accordingly, Tenant hereby irrevocably waives any right to assign the Lease, subsequent to assumption of the Lease, pursuant to Section 365(f) of the Bankruptcy Code as it presently exists (iias may be amended from time to time) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orsimilar provision under federal or state law.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted (provided that the normal conduct of business shall include the business conducted by the Borrower as of the date hereof and reasonable extensions thereof and businesses ancillary or complimentary thereto), or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Section 15.01 If at any time during the Lease Term, (A1) proceedings in bankruptcy shall be instituted (ivoluntarily or involuntarily) by or against Tenant or Guarantor which result in an adjudication of bankruptcy, and with respect to any involuntary proceeding, Tenant or Guarantor shall make an assignment for consent to the benefit of creditors; commencement thereof or any such proceeding not so consented to by Tenant or Guarantor is not stayed or withdrawn within sixty (60) days after commencement thereof or (ii2) if Tenant or Guarantor shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant or Guarantor, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Act of the United States of America (or under any other present or future statute, law or regulation pertinent to regulation), and such circumstances; filing is not vacated or withdrawn within sixty (60) days thereafter, or (v3) if a trustee or receiver shall seek or consent be appointed to or acquiesce in take possession of the appointment of any trusteeDemised Premises, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; the business or assets of Tenant, or Guarantor and such appointment is not vacated or withdrawn and possession restored to Tenant or Guarantor, as the case may be, within thirty (30) days thereafter, or (vii4) Borrower if a general assignment or its directors arrangement is made by Tenant or majority shareholders shall take Guarantor for the benefit of creditors, or (5) if any action initiating any sheriff, marshal, constable or other duly-constituted public official takes possession of the foregoing actions described in clauses Demised Premises, or of all or substantially all of the business or assets of Tenant or Guarantor by authority of any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of thirty (i30) through (vi); days after the levy thereof, or (B6) either if Tenant or Guarantor shall admit in writing Tenant's inability to pay its debts as they become due; the filing by Tenant or Guarantor of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant or Guarantor in any such proceeding; or, if within sixty (i) forty-five (4560) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant or Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such proceeding shall not have been dismissed, then an Event of Default under this Lease shall have occurred on the part of Tenant and Landlord may, at its option in any of such events, on thirty (30) days notice to Tenant, if such action being dismissed is not vacated or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or withdrawn during such thirty (ii30) a stay of any such order or proceedings shall thereafter be set aside day period, immediately recapture and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part take possession of the properties Demised Premises and terminate this Lease pursuant to process of Borrower without such appointment being vacated; orlaw.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become dueNo order, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file nor any petition, answerother application, or document seeking resolution has been made, presented, or passed; nor has any meeting convened for itself the winding-up, judicial management, administration, or receivership of Xennex been called or taken place; nor are there any reorganizationgrounds on which any person would be entitled to have Xennex wound up or placed under judicial management, arrangementadministration, compositionor receivership; nor has any person threatened to present such a petition, readjustmentor convened or threatened to convene a meeting of Xennex to consider a resolution, liquidationto wind up Xennex or any other resolutions; nor has any such step been taken in relation to Xennex under the law relating to insolvency or the relief of debtors. No receiver, dissolution judicial manager, or any other person in similar relief under capacity (including, where relevant, an administrative receiver and manager) has been appointed over the whole or any present part of any of the property, assets, and/or undertaking of Xennex; and there are no grounds on which a petition or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in an application could be based for the appointment of any trusteesuch a receiver. No composition in satisfaction of the debts of Xennex, receiverscheme of arrangement of its affairs, or liquidator of Borrower compromise or of all arrangement between Xennex and its respective creditors, has been proposed, sanctioned, or approved. No distress, distraint, charging order, garnishee order, execution, or any substantial part (i.e., 33-1/3% other process has been levied or more) applied for in respect of the assets whole or property any part of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described property, assets, and/or undertaking of Xennex. Save as disclosed in clauses (i) through (vi); the Financial Statements, no material event, or (B) either (i) forty-five (45) days shall have expired after intervention or notice by any third party has occurred, that has caused or may cause, any floating charge created by Xennex to vest or to become enforceable, nor has any such vesting occurred or such enforcement been processed/pursued. None of Xennex has been a party to any transaction with any third party which, in the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay event of any such order third party going into liquidation, bankruptcy, or proceedings shall thereafter related process, would cause any such transaction to be set aside and or be voidable at the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, option of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orperson.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employeesemployees without making adequate provisions for the hiring of replacements; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or