Common use of Voluntary Bankruptcy; Appointment of Receiver, Etc Clause in Contracts

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case or proceeding under any Insolvency Law, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case to a voluntary case or proceeding, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian or other similar officer for all or a substantial part of its property; or Parent, Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolvent; or the board of directors (or similar governing body) of Parent, Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower or any Material Subsidiary of their respective Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, any Borrower or any Material Subsidiary of their respective Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower or any of their respective Subsidiaries Material Subsidiary (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board of directors (or similar governing body) of Parent, any Borrower or any Material Subsidiary of their respective Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, any Borrower or any Significant Subsidiary or any group of their respective Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable Debtor Relief Law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such lawLaw, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or ParentHoldings, any Borrower or any Significant Subsidiary or any group of their respective Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, shall make any assignment for the benefit of creditors; or (ii) ParentHoldings, any Borrower or any Significant Subsidiary or any group of their respective Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board of directors (or similar governing body) of ParentHoldings, any Borrower or any Significant Subsidiary or any group of their respective Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary (or any committee thereof) ), shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Subsidiaries and Non-Recourse Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case or proceeding under any Insolvency LawDebtor Relief Laws now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Subsidiaries and Non-Recourse Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Subsidiaries and Non-Recourse Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the members of Holdings or its board of directors (or similar governing body) of Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Subsidiaries and Non-Recourse Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, The commencement by the Borrower or any of their respective its Subsidiaries (other than that is a Significant Subsidiary or any Immaterial Subsidiaries) shall have an order for relief entered with respect to it group of two or shall file more Subsidiaries that, taken as a petition or application seeking any relief or shall otherwise commence whole, would constitute a Significant Subsidiary, of a voluntary case or proceeding under any Insolvency applicable Debtor Relief Law, or shall the consent toby the Borrower or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, or fail taken as a whole, would constitute a Significant Subsidiary, to contest in a timely manner the commencement of, or the entry of an a decree or order for relief in respect of the Borrower or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case or proceeding under any applicable Debtor Relief Law or to the commencement of any bankruptcy or insolvency case or proceeding against the Borrower, or the filing by the Borrower or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law in the context of a bankruptcy, insolvency or reorganization proceeding, or the consent by the Borrower to the conversion filing of an involuntary case such petition or to a voluntary case or proceeding, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or the taking possession by a custodian, receiver, receiver-managerliquidator, assignee, trustee, custodian sequestrator or other similar officer for all official of the Borrower or a of any substantial part of its property; , or Parent, the making by the Borrower or any of their respective its Subsidiaries (other than that is a Significant Subsidiary or any Immaterial Subsidiaries) shall make any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, of an assignment for the benefit of creditors; , or (ii) Parent, the admission by the Borrower or any of their respective its Subsidiaries (other than that is a Significant Subsidiary or any Immaterial Subsidiaries) shall be unablegroup of two or more Subsidiaries that, or shall fail generallytaken as a whole, or shall admit would constitute a Significant Subsidiary, in writing of its inability, inability to pay its debts generally as such debts they become due or is otherwise insolvent; due, or the board taking of directors (or similar governing body) of Parent, corporate action by the Borrower or any of their respective its Subsidiaries (other than any Immaterial Subsidiaries) (that is a Significant Subsidiary or any committee thereof) shall adopt group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, expressly in furtherance of any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); orsuch action.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower or any of their respective Subsidiaries Any Abitibi Entity (other than any Immaterial Subsidiariesan Insignificant Subsidiary) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case or proceeding under any Insolvency Law, or shall consent to, to or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an in, any involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian custodian, or other similar officer for all or a substantial part of its property; or Parent, Borrower or any of their respective Subsidiaries Abitibi Entity (other than any Immaterial Subsidiariesan Insignificant Subsidiary) shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower or any of their respective Subsidiaries Abitibi Entity (other than any Immaterial Subsidiariesan Insignificant Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolvent; (iii) any UK Credit Party, by reason of actual or anticipated financial difficulties, suspends making payments on any of its debts, or announces an intention to do so, or begins negotiations with any creditor for the rescheduling or restructuring of any of its Indebtedness, or its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers in respect of it or any of its assets; (iv) a moratorium is declared or instituted in respect of any Indebtedness of any UK Credit Party; (iv) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any creditors of any UK Credit Party; or (v) any Abitibi Entity (other than an Insignificant Subsidiary) takes action in furtherance of, or the board of directors (or similar governing body) of Parent, Borrower or any of their respective Subsidiaries Abitibi Entity (other than any Immaterial Subsidiariesan Insignificant Subsidiary) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve approve, any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors Directors (or similar governing body) of Parent, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe entry against Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall have of an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall file a petition or application seeking any relief or shall otherwise commence of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case or proceeding under any Insolvency Debtor Relief Law, or shall the consent toby Holdings, any Borrower or fail any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such lawDebtor Relief Law, or shall the consent toby Intermediate Holdings, any Borrower or fail any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-receiver and manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall make any of a general assignment for the benefit of creditors; (iii) any English Group Member (or any Irish Group Member or Jersey Group Member) (iiother than any Immaterial Subsidiary) Parentis unable to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under English law (or Irish law or Jersey law as the case may be) or suspends or resolves or declares in writing an intention to suspend making payments on any of its debts; (iv) the admission by Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due or is otherwise insolventdue; or (v) a Luxembourg Insolvency Event, shall have occurred with respect to any Lux Loan Party, provided that, in the board case of directors an involuntary filing for bankruptcy (faillite) or similar governing body) of Parentjudicial liquidation (liquidation forcée), Borrower such proceeding shall have been undismissed, unvacated, unbounded or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f)unstayed pending appeal for 60 consecutive days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe Borrower, Borrower (g) Holdings or any of their respective its Significant Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian conservator or other similar officer custodian for all or a substantial part of its property; or Parentthe Borrower, Borrower Holdings or any of their respective its Significant Subsidiaries (other than any Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; creditors or (ii) Parentthe Borrower, Borrower Holdings or any of their respective its Significant Subsidiaries (other than any Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board of directors (or similar governing body) of Parentthe Borrower, Borrower Holdings or any of their respective its Significant Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); oror Judgments and Attachments. Any money judgment, writ or warrant of (h) attachment or similar process involving (i) in any individual case an amount in excess of $40,000,000 or (ii) in the aggregate at any time an amount in excess of $40,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against the Borrower, Holdings or any of its Material Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days; or Employee Benefit Plans. There shall occur one or more ERISA Events which (i) individually or in the aggregate results in or would reasonably be expected to result in a Material Adverse Effect on the Borrower during the term hereof; or Change of Control. A Change of Control occurs; or (j)

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency, winding up, administration, dissolution or similar law now or hereafter in effect in any applicable jurisdiction, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manageradministrator, trusteeliquidator, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) shall make any assignment for the benefit of or a composition, moratorium, rescheduling, reorganization, or scheme of arrangement with creditors; or (ii) Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due due, or is otherwise insolventstops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) (or any committee thereof) shall convene a meeting or adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries), but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Any Domestic Subsidiary of the Borrower or any that is not a Debtor as of their respective Subsidiaries (other than any Immaterial Subsidiaries) the Petition Date shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case or proceeding under any Insolvency LawDebtor Relief Laws, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any such lawDebtor Relief Law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-managerliquidator, sequestrator, trustee, custodian or other similar officer for having powers over all or a substantial part of its property; or Parent, Borrower or any of their respective Subsidiaries property (other than any Immaterial Subsidiaries) liquidation permitted by Section 6.8(a)); or any Domestic Subsidiary of the Borrower that is not a Debtor as of the Petition Date shall make any assignment for the benefit of creditors; or (ii) Parent, any Domestic Subsidiary of the Borrower or any that is not a Debtor as of their respective Subsidiaries (other than any Immaterial Subsidiaries) the Petition Date shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board of directors (or similar governing body) of Parent, any Domestic Subsidiary of the Borrower or any that is not a Debtor as of their respective Subsidiaries (other than any Immaterial Subsidiaries) the Petition Date (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 8.1(g) or in Section 8.1(f); orprovided, that no Event of Default shall occur under the foregoing clause (g)(i) if such Domestic Subsidiary becomes a Credit Party and within five Business Days of filing, such Domestic Subsidiary’s Case becomes jointly administered with the Debtors; or (ii) any material Foreign Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case or proceeding under any Debtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any Debtor Relief Law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having powers over all or a substantial part of its property (other than any liquidation permitted by Section 6.8(a)). 164

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower The Company or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) its subsidiaries or affiliates shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case or proceeding under any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall so consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceeding, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower the making by the Company or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall make its subsidiaries or affiliates of any assignment for the benefit of creditors; or (ii) Parent, Borrower the inability or failure of the Company or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall be unableits subsidiaries or affiliates, or shall fail generally, the admission by the Company or shall admit any of its subsidiaries or affiliates in writing of its inability, inability to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors (or similar governing body) Directors of Parent, Borrower the Company or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) its subsidiaries or affiliates (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve of any of the actions referred foregoing; THEN upon the occurrence of an Event of Default described in subsection 1 or 2 of this paragraph, the unpaid principal balance of this Note and any accrued interest thereon shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company. The Company shall have the right to herein prepay this Note in whole at any time or in Section 8.1(f); orpart from time to time, by payment of the principal amount hereof to be paid, plus accrued but unpaid interest thereon. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the times and in the currency herein prescribed. The Company promises to pay, all costs and expenses, including reasonable attorneys fees, incurred in the collection and enforcement of this Note. The Company and the endorsers of this Note hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demands hereunder. This Note is to be governed by, and construed and enforced in accordance with, the laws of the State of California.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe Company, any Subsidiary Borrower or any Significant Subsidiary shall institute a voluntary case seeking liquidation or reorganization under Chapter 7 or Chapter 11 of their respective Subsidiaries (other than the Bankruptcy Code; or the Company or any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or Significant Subsidiary shall file a petition petition, answer, or application seeking any relief complaint or shall otherwise commence a voluntary case or institute any similar proceeding under any Insolvency other Applicable Law, or shall consent to, or fail to contest in a timely manner the commencement of, thereto; or the entry of an order for relief in an involuntary case Company, any Subsidiary Borrower or proceeding, or any Significant Subsidiary shall consent to the conversion of an involuntary case to a voluntary case case; or proceedingthe Company, under any such lawSubsidiary Borrower or any Significant Subsidiary shall file a petition, answer a complaint or otherwise institute any proceeding seeking, or shall consent to, or fail acquiesce to contest in a timely manner, the commencement appointment of, or the appointment of or taking possession by a receiver, receiver-managerliquidator, trusteesequestrator, custodian custodian, trustee or other officer with similar officer for powers to take possession of all or a substantial part portion of its property; the property or Parentto operate all or a substantial portion of the business of the Company, any Subsidiary Borrower or any of their respective Subsidiaries (other than Significant Subsidiary; or the Company, any Immaterial Subsidiaries) Subsidiary Borrower or any Significant Subsidiary shall make any a general assignment for the benefit of creditors; or (ii) Parentthe Company, Borrower any Subsidiary Borrower, or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to generally not pay its debts as such debts they become due or is otherwise insolventdue; or the board Board of directors (or similar governing body) Directors of Parentthe Company, any Subsidiary Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f); orforegoing;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Company or any of their respective its Significant Subsidiaries (other than any Immaterial or group of Restricted Subsidiaries (as of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Significant Subsidiary) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower Company or any of their respective its Significant Subsidiaries (other than any Immaterial or group of Restricted Subsidiaries (as of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Significant Subsidiary) shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower Company or any of their respective its Significant Subsidiaries (other than any Immaterial or group of Restricted Subsidiaries (as of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Significant Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors (or similar governing body) Directors of Parent, Borrower Company or any of their respective its Significant Subsidiaries (other than any Immaterial or group of Restricted Subsidiaries (as of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Significant Subsidiary) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Any Borrower (other than a German Borrower) or any of their respective Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary or any Subsidiary having its centre of main interests in Germany) shall have an a judgment or order for relief (including the suspension of payment, a moratorium, a seizure or realization of a security, liquidation, reorganization, winding-up, dissolution, composition, compromise, arrangement or other relief) entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, reorganization, examinorship, insolvency or similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an a judgment or order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian monitor, administrator, compulsory interim manager or other similar officer custodian for all or a substantial part of its property; or Parent, any such Borrower or any of their respective such Restricted Subsidiaries (other than any Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower (other than a German Borrower) or any of their respective Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary or any Subsidiary having its centre of main interests in Germany) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors Directors (or similar governing body) of Parent, any such Borrower or any of their respective such Restricted Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) with respect to any German Borrower or Restricted Subsidiary having its centre of main interests in Germany, such entity is unable to pay its debts as they fall due (Zahlungsunfähigkeit) or is over-indebted (Überschuldung) within the meaning of Sections 17 or 19 of the German Insolvency Code (Insolvenzordnung), or such entity files for the commencement of insolvency proceedings pursuant to Section 18 of the German Insolvency Code (Insolvenzordnung), commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or, if applicable, for any of the reasons set out in Sections 17 to 19 (inclusive) of the German Insolvency Code (Insolvenzordnung) an order is made or an effective resolution passed for the winding-up of the such entity (except, in any such case, a winding-up or dissolution for the purpose of a reconstruction or amalgamation the terms of which have been previously approved by the Collateral Agent); such entity stops or threatens to stop payment of its debts generally (Zahlungseinstellung) or any competent court takes any of the measures pursuant Section 21 of the German Insolvency Code (Insolvenzordnung) or decides to open an insolvency proceedings pursuant to Section 27 of the German Insolvency Code (Insolvenzordnung) which judgment, measure, decree or order is not stayed or revoked within sixty (60) days.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Parent or any of their respective its Material Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manageradministrator, trusteeliquidator, custodian trustee or other similar officer custodian for all or a substantial part of its propertyproperty (other than in connection with any voluntary dissolution effected in compliance with Section 6.7); or Parent, Borrower Parent or any of their respective its Material Subsidiaries (other than any Immaterial Subsidiaries) shall make any assignment for the benefit of or a composition with creditors; or (ii) Parent, Borrower Parent or any of their respective its Material Subsidiaries (other than any Immaterial Subsidiaries) shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due due, or is otherwise insolventstops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Parent, Borrower Parent or any of their respective its Material Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall convene a meeting or adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) any analogous proceeding under any Debtor Relief Law shall be taken under the laws of any jurisdiction in respect of Parent or any of its Material Subsidiaries (including if applicable, any filing of notice under Section 36 of the Dutch Tax Collection Act); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Any Credit Party or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother Debtor Relief Laws now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower any Credit Party or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower any Credit Party or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or (iii) the board of directors (or similar governing body) of Parent, Borrower any Credit Party or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clauses (i) or (ii) above or in Section 8.1(f9.1(f); oror (h) Judgments and Attachments. (i) Any one or more money judgments, writs or warrants of attachment or similar process involving an aggregate amount at any time in excess of $5,000,000 (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has not denied coverage) shall be entered or filed against any Credit Party or any of their respective Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days; or (ii) any non-monetary judgment or order shall be rendered against any Credit Party or any of their respective Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days; or 106 130164155_5

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, The Borrower or any of their respective its Subsidiaries (other than any Subsidiaries that, collectively, are Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency or similar law, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its propertyproperty (it being understood that the foregoing shall not be deemed to apply to any liquidation or dissolution of a Subsidiary permitted by Section 6.8); or Parent, the Borrower or any of their respective its Subsidiaries (other than any Subsidiaries that, collectively, are Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, the Borrower or any of their respective its Subsidiaries (other than any Subsidiaries that, collectively, are Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board of directors (or similar governing body) ), or any committee thereof, of Parent, the Borrower or any of their respective its Subsidiaries (other than any Subsidiaries that, collectively, are Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 8.1(g) or in Section 8.1(f) (other than, in the case of this Section 8.1(g); or, any liquidation or dissolution of a Subsidiary permitted by Section 6.8);

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency, winding up, dissolution or similar law now or hereafter in effect in any applicable jurisdiction, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manageradministrator, trusteeliquidator, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded 124 Subsidiaries) shall make any assignment for the benefit of or a composition with creditors; or (ii) Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due due, or is otherwise insolventstops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Parent, Borrower Holdings or any of their respective its Subsidiaries (other than any Immaterial Excluded Subsidiaries) (or any committee thereof) shall convene a meeting or adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries), but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect (whether in the United States of America, Australia, Canada, the Netherlands, Switzerland or any other jurisdiction), or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, to or fail to contest in a timely manner, the commencement of, or apply for the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian administrator, administrative receiver or other similar officer custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiaries (other than of any Immaterial Subsidiaries) shall make any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Subsidiaries (other than any Immaterial Material Subsidiaries) shall be unable, or shall fail generallythe admission by Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or shall admit any of their respective Material Subsidiaries in writing of its inability, inability to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors Directors or other governing body (or similar governing bodyany committee thereof) of ParentHoldings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than ACI, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Borrower Company or any of their respective its Material Subsidiaries (other than or any Immaterial Subsidiaries) Subsidiary Borrower shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent, Borrower the making by Company or any of their respective its Material Subsidiaries (other than or any Immaterial Subsidiaries) shall make Subsidiary Borrower of any general assignment for the benefit of creditors; or (ii) Parent, Borrower the inability or failure of Company or any of their respective its Material Subsidiaries (other than or any Immaterial Subsidiaries) shall be unableSubsidiary Borrower, or shall fail generally, the admission by Company or shall admit any of its Material Subsidiaries or any Subsidiary Borrower in writing of its inability, inability to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors (or similar governing body) Directors of Parent, Borrower Company or any of their respective its Material Subsidiaries (other than or any Immaterial Subsidiaries) Subsidiary Borrower (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than an Australian Subsidiary Borrower, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect (whether in the USA, the UK, Australia, Italy or any other jurisdiction), or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, to or fail to contest in a timely manner, the commencement of, or apply for the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian administrator, administrative receiver or other similar officer custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) shall make Offshore Borrower of any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) shall be unableOffshore Borrower, or shall fail generallythe admission by Holdings, Company, any Domestic Borrower or shall admit any of their respective Material Subsidiaries or any Offshore Borrower in writing of its inability, inability to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors (Directors or similar other governing body) body of ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; PROVIDED, HOWEVER, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than an Australian Offshore Borrower, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Any Domestic Subsidiary of the Borrower or any that is not a Debtor as of their respective Subsidiaries (other than any Immaterial Subsidiaries) the Petition Date shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case or proceeding under any Insolvency LawDebtor Relief Laws, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any such lawDebtor Relief Law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-managerliquidator, sequestrator, trustee, custodian or other similar officer for having powers over all or a substantial part of its property; or Parent, Borrower or any of their respective Subsidiaries property (other than any Immaterial Subsidiaries) liquidation permitted by Section 6.8(a)); or any Domestic Subsidiary of the Borrower that is not a Debtor as of the Petition Date shall make any assignment for the benefit of creditors; or (ii) Parent, any Domestic Subsidiary of the Borrower or any that is not a Debtor as of their respective Subsidiaries (other than any Immaterial Subsidiaries) the Petition Date shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board of directors (or similar governing body) of Parent, any Domestic Subsidiary of the Borrower or any that is not a Debtor as of their respective Subsidiaries (other than any Immaterial Subsidiaries) the Petition Date (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 8.1(g) or in Section 8.1(f); orprovided, that no Event of 149 Default shall occur under the foregoing clause (g)(i) if such Domestic Subsidiary becomes a Credit Party and within five Business Days of filing, such Domestic Subsidiary’s Case becomes jointly administered with the Debtors; or (ii) any material Foreign Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case or proceeding under any Debtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any Debtor Relief Law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having powers over all or a substantial part of its property (other than any liquidation permitted by Section 6.8(a)).

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe entry against Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall have of an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall file a petition or application seeking any relief or shall otherwise commence of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case or proceeding under any Insolvency Debtor Relief Law, or shall the consent toby Holdings, any Borrower or fail any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such lawDebtor Relief Law, or shall the consent to, by any Borrower or fail any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-receiver and manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall make any of a general assignment for the benefit of creditors; (iii) any English Group Member (other than any Immaterial Subsidiary) is unable to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under English law or suspends or resolves or declares in writing an intention to suspend making payments on any of its debts; (iiiv) Parentthe admission by Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due or is otherwise insolventdue; or (v) a Luxembourg Insolvency Event, shall have occurred with respect to any Lux Loan Party, provided that, in the board case of directors an involuntary filing for bankruptcy (faillite) or similar governing body) of Parentjudicial liquidation (liquidation forcée), Borrower such proceeding shall have been undismissed, unvacated, unbounded or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f)unstayed pending appeal for 60 consecutive days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe entry against Holdings, any Borrower or any of their respective Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall have of an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall file a petition or application seeking any relief or shall otherwise commence of their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case or proceeding under any Insolvency Debtor Relief Law, or shall the consent toby Holdings, any Borrower or fail any of their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, proceeding or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any such lawDebtor Relief Law, or shall the consent toby Holdings, any Borrower or fail any of their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, interim receiver-, receiver and manager, trustee, custodian monitor or other similar officer custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any of their respective Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall make any of a general assignment for the benefit of creditors; or (iiiii) Parentthe admission by Holdings, any Borrower or any of their respective Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due or is otherwise insolventdue; or the board Judgments and Attachments. The entry or filing of directors (one or more final money judgments, writs or warrants of attachment or similar governing body) of Parentprocess against Holdings, any Borrower or any of their respective Restricted Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt of their respective assets involving in the aggregate at any resolution or otherwise authorize any action to approve any time an amount in excess of the actions referred Threshold Amount (in either case to herein the extent not adequately covered by indemnity from a third party as to which the relevant indemnitor has been notified and not denied coverage, self-insurance (if applicable) or in Section 8.1(fby insurance as to which the relevant third party insurance company has been notified and not denied coverage), which judgment, writ, warrant or similar process remains unpaid, undischarged, unvacated, unbonded or unstayed pending appeal for a period of sixty (60) days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe entry against Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall have of an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall file a petition or application seeking any relief or shall otherwise commence of its Restricted Subsidiaries (other 170 than any Immaterial Subsidiary) of a voluntary case or proceeding under any Insolvency Debtor Relief Law, or shall the consent toby Holdings, any Borrower or fail any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such lawDebtor Relief Law, or shall the consent to, by any Borrower or fail any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-receiver and manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall make any of a general assignment for the benefit of creditors; (iii) any English Group Member (other than any Immaterial Subsidiary) is unable to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under English law or suspends or resolves or declares in writing an intention to suspend making payments on any of its debts; (iiiv) Parentthe admission by Holdings, any Borrower or any of their respective its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due or is otherwise insolventdue; or (v) a Luxembourg Insolvency Event, shall have occurred with respect to any Lux Loan Party, provided that, in the board case of directors an involuntary filing for bankruptcy (faillite) or similar governing body) of Parentjudicial liquidation (liquidation forcée), Borrower such proceeding shall have been undismissed, unvacated, unbounded or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f)unstayed pending appeal for 60 consecutive days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe Company, any Subsidiary Borrower or any Significant Subsidiary shall institute a voluntary case seeking liquidation or reorganization under Chapter 7 or Chapter 11 of their respective Subsidiaries (other than the Bankruptcy Code; or the Company or any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or Significant Subsidiary shall file a petition petition, answer, or application seeking any relief complaint or shall otherwise commence a voluntary case or institute any similar proceeding under any Insolvency other Applicable Law, or shall consent to, or fail to contest in a timely manner the commencement of, thereto; or the entry of an order for relief in an involuntary case Company, any Subsidiary Borrower or proceeding, or any Significant Subsidiary shall consent to the conversion of an involuntary case to a voluntary case case; or proceedingthe Company, under any such lawSubsidiary Borrower or any Significant Subsidiary shall file a petition, answer a complaint or otherwise institute any proceeding seeking, or shall consent to, or fail acquiesce to contest in a timely manner, the commencement appointment of, or the appointment of or taking possession by a receiver, receiver-managerliquidator, trusteesequestrator, custodian custodian, trustee or other officer with similar officer for powers to take possession of all or a substantial part portion of its property; the property or Parentto operate all or a substantial portion of the business of the Company, any Subsidiary Borrower or any of their respective Subsidiaries (other than Significant Subsidiary; or the Company, any Immaterial Subsidiaries) Subsidiary Borrower or any Significant Subsidiary shall make any a general assignment for the benefit of creditors; or (ii) Parentthe Company, Borrower any Subsidiary Borrower, or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall be unable, or shall fail generally, or Significant Subsidiary shall admit in writing its inability, inability or fails generally to pay its debts as such debts become due or is otherwise insolventthey come due; or the board Board of directors (or similar governing body) Directors of Parentthe Company, any Subsidiary Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f); orforegoing;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect (whether in the United States of America, the UK, Australia, Italy or any other jurisdiction), or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, to or fail to contest in a timely manner, the commencement of, or apply for the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian administrator, administrative receiver or other similar officer custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) shall make Offshore Borrower of any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) shall be unableOffshore Borrower, or shall fail generallythe admission by Holdings, Company, any Domestic Borrower or shall admit any of their respective Material Subsidiaries or any Offshore Borrower in writing of its inability, inability to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors (Directors or similar other governing body) body of ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower (or any committee thereof) shall adopt 122 adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than an Australian Offshore Borrower, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect (whether in the United States of America, Australia, Canada, the Netherlands, Switzerland or any other jurisdiction), or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, to or fail to contest in a timely manner, the commencement of, or apply for the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian administrator, administrative receiver or other similar officer custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries (other than of any Immaterial Subsidiaries) shall make any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Subsidiaries (other than any Immaterial Material Subsidiaries) shall be unable, or shall fail generallythe admission by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or shall admit any of their respective Material Subsidiaries in writing of its inability, inability to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors Directors or other governing body (or similar governing bodyany committee thereof) of ParentHoldings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than ACI, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, The Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) Loan Party shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence institute a voluntary case seeking liquidation or reorganization under Chapter 7 or Chapter 11, respectively, of the Bankruptcy Code or any similar proceeding under any Insolvency Debtor Relief Law or any other Applicable Law, or shall consent to, thereto; or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceeding, or shall consent to the conversion of an involuntary case to a voluntary case case; or proceedingshall make a proposal to its creditors or file notice of its intention to do so, shall institute any other proceeding under Applicable Law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any such lawother similar relief; or shall file a petition, answer a complaint or otherwise institute any proceeding seeking, or shall consent to, to or fail to contest acquiesce in a timely manner, the commencement appointment of, or the appointment of or taking possession by a receiver, receiver-manager, trusteeliquidator, custodian sequestrator, custodian, trustee or other officer with similar officer for powers over the Borrower or any Loan Party or to take possession of all or a substantial part portion of its propertyproperty or to operate all or a substantial portion of its business; or Parent, Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall make any a general assignment for the benefit of creditors; or (ii) Parent, Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) shall be unable, or shall fail generallygenerally not pay, or shall admit in writing its inabilityinability to pay, to pay its debts as such debts they become due or is otherwise insolventdue; or the board of directors (or similar governing body) of Parent, the Borrower or any of their respective Subsidiaries (other than any Immaterial Subsidiaries) Loan Party (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred foregoing; provided, that, notwithstanding the foregoing, any CCAA Proceedings, any subsequent proceedings (including, without limitation, any bankruptcy proceedings under the Bankruptcy and Insolvency Act (Canada)), any participation in such CCAA Proceedings or subsequent proceedings affecting the Nordstrom Canada Entities, direct or indirect, or any support provided by the Borrower or any Loan Party in connection therewith (it being understood that any such support that constitutes an Investment, shall be subject to herein or Section 6.10(b)(viii)) and in connection with the wind-down of the Nordstrom Canada Entities shall not constitute an “Event of Default” under this Section 8.1(f7.1(g); or;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentSuperHoldCo, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary case or proceedingcase, or to the conversion of an involuntary case to a voluntary case or proceedingcase, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, receiver-manager, trustee, custodian trustee or other similar officer custodian for all or a substantial part of its property; or ParentSuperHoldCo, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo shall make any assignment for the benefit of creditors; or (ii) ParentSuperHoldCo, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due or is otherwise insolventdue; or the board Board of directors Directors (or similar governing body) of ParentSuperHoldCo, Borrower NewPageHoldCo or any Significant Subsidiary of their respective NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or