Common use of Bankruptcy and Insolvency Clause in Contracts

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

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

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

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

Bankruptcy and Insolvency. Borrower or any of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to generally pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, receiver and manager, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, receiver and manager, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or for a substantial part of the property of any thereof, and such trustee, receiver, receiver and manager, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Global Administrative Agent, the Canadian Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, insolvency, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Global Administrative Agent Agent, the Canadian Administrative Agent, and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing. Notwithstanding parts (c) and (d) of this Section 8.1(g), during the 60 day periods referred to therein, and for the sole purposes of (i) voting at any meeting of creditors of Borrower which may take place during such 60 day period or (ii) having standing and participating in proceedings or matters arising out of (c) or (d) above where any Agent or Lender is acting to preserve, protect or defend its rights under the Loan Documents, the Lenders, at their sole option, shall be deemed to have accelerated repayment pursuant to Section 8.3 and the Indebtedness of Borrower hereunder shall be deemed to have become due and payable, but such deeming shall not of itself be considered a Default hereunder.

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

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

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

Bankruptcy and Insolvency. Borrower or any If, after the commencement of its Restricted Subsidiaries shall the term of this Lease: (a) become insolvent the Tenant then having the title to the leasehold estate created hereunder shall while having such title be adjudicated a bankrupt or generally fail adjudged to pay, or admit in writing its inability or unwillingness to generally pay, debts as they become duebe insolvent; (b) apply for, consent to, a receiver or acquiesce in, trustee shall be appointed for the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of aforesaid Tenant's property and affairs; (c) the property of any thereof, or aforesaid Tenant shall make a general an assignment for the benefit of creditors; (c) creditors or shall file a petition in the absence of such application, consent bankruptcy or acquiescence, permit insolvency or suffer to exist for reorganization or shall make application for the appointment of a trustee, receiver, sequestrator ; or other custodian for Borrower, (d) any execution or attachment shall be issued against the aforesaid Tenant or any of its Restricted Subsidiariesthe aforesaid Tenant's property, whereby the demised premises or for a substantial part of any building or buildings or any improvements thereon shall be taken or occupied or attempted to be taken or occupied by someone other than the property of any thereofaforesaid Tenant, except as may herein be permitted, and such trusteeadjudication, receiverappointment, sequestrator assignment, petition, execution or other custodian attachment shall not be set aside, vacated, discharged or bonded within 60 daysninety (90) days after the issuance of the same, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes then an Event of a Default hereunder shall be deemed to have occurred. Notwithstanding anything to the Administrative Agentcontrary hereinabove contained, each other Agent and each Lender upon the occurrence of a default pursuant to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, andthis Article, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiarythe rent and other monetary payments due and payable hereunder shall continue to be paid and the other covenants, such case or proceeding conditions and agreements of this Lease on Tenant's part to be kept and performed shall continue to be consented kept and performed, no event of default shall have been deemed to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoinghave occurred.

Bankruptcy and Insolvency. Borrower In the event of the filing or commencement of any proceeding by or against Tenant under the Federal Bankruptcy Code (as the same may be amended or recodified from time to time), the Trustee, Receiver or Tenant, as a debtor in possession, subject to court approval, shall not have the right to assume this Lease or to assign this Lease or to pledge or hypothecate this Lease for security unless and until all of its Restricted Subsidiaries the following conditions are first satisfied: (i) any defaults by Tenant under this Lease are cured or Landlord is provided “adequate assurance” that such defaults will be promptly cured; (ii) Landlord is compensated, or “adequate assurance” is provided to Landlord that Landlord will be promptly compensated, for any actual pecuniary loss to Landlord resulting from any and all defaults by Tenant under the Lease; and (iii) Landlord is provided “adequate assurance” of future performance of all of the covenants, agreements and obligations of Tenant under the terms of this Lease. For the purposes of this Subsection, “adequate assurance” of future performance of the terms and provisions of this Lease, shall include adequate assurance: (a) become insolvent or generally fail of the source of rent and other consideration due under this Lease, and in the case of an assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to paythe financial condition and operating performance of the debtor-Tenant as of the Term Commencement Date, or admit in writing its inability or unwillingness to generally pay, debts as they become duereasonably adjusted for inflation; (b) apply for, consent to, that assumption or acquiesce in, assignment of this Lease is subject to all the appointment provisions of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of the property of any thereof, or make a general assignment for the benefit of creditorsthis Lease; and (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or for a substantial part of the property performance of any thereofother requirement hereafter imposed by any Regulation or which landlords or courts are hereafter authorized or permitted by law to impose on such an assumption, assignment, pledge or hypothecation. In any case under any chapter of the Federal Bankruptcy Code (as the same may be amended or recodified from time to time), the Trustee, Receiver or Tenant, as debtor in possession, shall timely perform all the obligations of the debtor-Tenant arising under this Lease from and after any order for relief until this Lease is assumed or rejected. This paragraph shall not affect the trustee’s or debtor-Tenant’s obligations under any other paragraph of this Subsection, and such trustee, receiver, sequestrator or other custodian acceptance of performance under this paragraph by Landlord shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes constitute a waiver or relinquishment of Landlord’s rights under this Lease. The failure by the Administrative Agent, each other Agent and each Lender to appear Trustee in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy chapter of the Bankruptcy Code to assume or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in reject this Lease sixty (60) days after the entry of an order for relief or shall remain within such additional time as the Court, for 60 days undismissedcause, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any within such case or proceeding during such sixty (60-) day period shall fix, shall be deemed a rejection, and the Trustee shall immediately surrender the Premises to preserveLandlord. This Lease may not be assumed if it has expired before commencement of any bankruptcy proceeding. The Trustee, protect and defend their rights Receiver, or Tenant, as a debtor in possession, acting in accordance with the provisions contained in this Subsection, shall not under any circumstances require Landlord to provide services or supplies incidental to this Lease before any assumption of this Lease, unless Landlord shall be compensated under the Loan Documents; or (e) take terms of this Lease for any corporate or partnership action authorizing, or in furtherance of, any of the foregoingservices and supplies provided under this Lease before such assumption.

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

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

Bankruptcy and Insolvency. Borrower or any of its Restricted Subsidiaries shall (a) become insolvent Neither Licensee's interest in this Agreement, nor any estate hereby created in Licensee nor any interest herein or generally fail therein, shall pass to payany trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law, except as may specifically be provided pursuant to the Federal Bankruptcy Code. In the event the interest or estate created in Licensee hereby shall be taken in execution or by other process of law, or admit in writing its inability or unwillingness if Licensee is determined to generally paybe insolvent by a Court of competent jurisdiction, debts as they become due; (b) apply for, consent toother than a United States Bankruptcy Court, or acquiesce in, the appointment of if a trustee, receiver, sequestrator receiver or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part trustee of the property of any thereofLicensee shall be appointed by reason of the insolvency or inability of Licensee to pay its debts, or make a general if any assignment shall be made of the property of Licensee for the benefit of creditors; (c) , then and in such events, this Agreement and all rights of Licensee hereunder shall automatically cease and terminate with the absence same force and effect as though the date of such applicationevent were the date originally set forth herein and fixed for the expiration of the Term, consent and Licensee shall surrender the Licensor Intellectual Property, but shall remain liable as herein provided. The allowance of any petition under insolvency law, except under the Federal Bankruptcy Code, or acquiescence, permit or suffer to exist the appointment of a trusteetrustee or receiver of Licensee or of the assets of Licensee, shall, unless such allowance of the petition, or the appointment of a trustee or receiver, sequestrator is vacated within thirty (30) days after such allowance or other custodian for Borrowerappointment, or any be deemed a material breach of its Restricted Subsidiaries, or for a substantial part of the property of any thereofLicensee's obligations hereunder, and such trustee, receiver, sequestrator or other custodian this Agreement shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceedingthereupon automatically terminate. Licensor does, in respect of Borrower or addition, reserve any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced and all other remedies provided in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, this Agreement or in furtherance of, any of the foregoinglaw.

Bankruptcy and Insolvency. Borrower This Lease and the Term and estate hereby granted are subject, inter alia, to the limitation that whenever Tenant (which term for the purposes of this Article 12 shall include any guarantor or any surety of its Restricted Subsidiaries Tenant’s obligation herein), shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to generally pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of the property of any thereof, or make a general an assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or for shall file a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency is filed against Tenant, or whenever a petition shall be filed by or against Tenant seeking any dissolutionreorganization, winding up arrangement, composition, readjustment, liquidation, dissolution or liquidation similar relief under any present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or whenever a permanent or temporary receiver of Tenant or of, or for, the property of Tenant shall be appointed, or if Tenant shall plead bankruptcy or insolvency as a defense in any action or proceeding, in respect then Landlord, at any time after the event continues for ninety (90) days after filing without dismissal, may give Tenant a notice of Borrower or any intention to end the Term at the expiration of its Restricted Subsidiariesfive (5) days from the service of such notice of intention, and, provided a dismissal has not occurred upon the expiration of said five (5) day period, then this Lease and the Term and estate hereby granted, whether or not the Term shall theretofore have commenced, shall terminate with the same effect as if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiarythat day were the expiration date, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or but Tenant shall remain liable for 60 days undismissed, damages as provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoingthis Lease.

Bankruptcy and Insolvency. Borrower All licenses granted under or any of its Restricted Subsidiaries pursuant to this Agreement by AngioChem to Geron or by Geron to AngioChem are, and shall otherwise be deemed to be, for purposes of: (a) become insolvent or generally fail Section 365(n) of the U.S. Bankruptcy Code (“Code”), licenses of rights to pay, or admit in writing its inability or unwillingness to generally pay, debts “intellectual property” as they become duedefined under Section 101(35A) of the Code; and (b) apply forSection 32(6) of the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) and Section 65.11(7) of the Bankruptcy and Insolvency Act (Canada) (the “BIA”) a “right to use intellectual property”. The Parties agree that Geron or AngioChem, consent as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code, the CCAA or the BIA, as applicable, and that upon commencement of a bankruptcy, insolvency or other comparable proceeding by or against the other Party under the Code, the CCAA or the BIA, as applicable, Geron or AngioChem, as the case may be, shall be entitled, to the extent necessary for Geron or AngioChem to continue to preserve its license rights under this Agreement, to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments thereof shall be promptly delivered to Geron or acquiesce inAngioChem, as the case may be, (i) upon any such commencement of a bankruptcy, insolvency or comparable proceeding upon written request therefor by Geron or AngioChem, as the case may be, unless AngioChem or Geron, as the case may be, elects to continue and continues to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement (to the extent permitted by Applicable Law) by or on behalf of AngioChem or Geron, as the case may be, upon written request therefor by Geron or AngioChem, as the case may be. The foregoing provisions of this Section 2.6 are without prejudice to any rights Geron or AngioChem may have arising under the Code, the appointment of a trusteeCCAA, receiver, sequestrator the BIA or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoingApplicable Law.

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

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

Bankruptcy and Insolvency. Borrower or any of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to generally pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, receiver and manager, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, receiver and manager, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or for a substantial part of the property of any thereof, and such trustee, receiver, receiver and manager, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Global Administrative Agent, the Canadian Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-60- day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, insolvency, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Global Administrative Agent Agent, the Canadian Administrative Agent, and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing. Notwithstanding parts (c) and (d) of this Section 8.1(g), during the 60 day periods referred to therein, and for the sole purposes of (i) voting at any meeting of creditors of the Borrower which may take place during such 60 day period or (ii) having standing and participating in proceedings or matters arising out of (c) or (d) above where any Agent or Lender is acting to preserve, protect or defend its rights under the Loan Documents, the Lenders, at their sole option, shall be deemed to have accelerated repayment pursuant to Section 8.3 and the Indebtedness of the Borrower hereunder shall be deemed to have become due and payable, but such deeming shall not of itself be considered a Default hereunder.

Bankruptcy and Insolvency. Borrower or any of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to generally pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, or any of its Restricted Subsidiaries, or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Global Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Global Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.. 42

Bankruptcy and Insolvency. Borrower If the Term or any of its Restricted Subsidiaries the goods or chattels of the Tenant shall (a) become insolvent be at any time seized or generally fail to paytaken in execution or in attachment by any creditor of the Tenant, or admit in writing its inability if a writ of execution shall issue against the goods and chattels of the Tenant and remain unsatisfied for ten days, (and if the Tenant shall not contest such seizure or unwillingness to generally pay, debts as they become due; (b) apply for, consent toexecution by appropriate legal proceedings), or acquiesce in, if the appointment Tenant shall execute any xxxx of a trustee, receiver, sequestrator or other custodian for Borrower, or sale of any of its Restricted Subsidiariesgoods or chattels, or any substantial part other than a xxxx of sale of goods in the ordinary course of the property of Tenant's business or if the Tenant shall make any thereof, or make a general assignment for the benefit of creditors; (c) creditors or shall be adjudged bankrupt or insolvent by any court of competent jurisdiction under any legislation then in force or shall take the benefit of any statute that may be in force for bankrupt or insolvent debtors or shall attempt to abandon the Building, or to sell or dispose of its goods and chattels so that there would not remain after such sale or disposal a sufficient distress on the Building in the absence opinion of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian Landlord for Borrowerthe then accruing Rent, or any if a Receiver or Receiver-Manager of its Restricted Subsidiaries, or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoingassets, business or undertaking of the Tenant is appointed by Court Order or otherwise, then and in each of such cases, the minimum rent and any additional rent for the month then current and the next ensuing three months and taxes payable hereunder by the Tenant for the then current year, including local improvement rates (to be reckoned on the rate for the next preceding year in case the rate should not have been fixed for the current year) shall, immediately become due and payable, and the Term shall, at the option of the Landlord, forthwith be determined and in each of the above cases such accelerated minimum rent, additional rent and taxes shall be recoverable by the Landlord as if it were Rent in arrears.

Bankruptcy and Insolvency. Borrower or any of its Restricted Subsidiaries shall (a) become insolvent Neither Lessee's interest in this Lease, nor any estate hereby created in Lessee nor any interest herein or generally fail therein, shall pass to payany trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law, except as may specifically be provided pursuant to the Federal Bankruptcy Code. In the event the interest or estate created in Lessee hereby shall be taken in execution or by other process of law, or admit in writing its inability or unwillingness if Lessee is determined to generally paybe insolvent by a Court of competent jurisdiction, debts as they become due; (b) apply for, consent toother than a United States Bankruptcy Court, or acquiesce in, the appointment of if a trustee, receiver, sequestrator receiver or other custodian for Borrower, or any of its Restricted Subsidiaries, or any substantial part trustee of the property of any thereofLessee shall be appointed by reason of the insolvency or inability of Lessee to pay its debts, or make a general if any assignment shall be made of the property of Lessee for the benefit of creditors; (c) , then and in such events, this Lease and all rights of Lessee hereunder shall automatically cease and terminate with the absence same force and effect as though the date of such applicationevent were the date originally set forth herein and fixed for the expiration of the Term, consent and Lessee shall vacate and surrender the Property but shall remain liable as herein provided. The allowance of any petition under insolvency law, except under the Federal Bankruptcy Code, or acquiescence, permit or suffer to exist the appointment of a trusteetrustee or receiver of Lessee or of the assets of Lessee, shall, unless such allowance of the petition, or the appointment of a trustee or receiver, sequestrator is vacated within thirty (30) days after such allowance or other custodian for Borrowerappointment, or any be deemed a material breach of its Restricted Subsidiaries, or for a substantial part of the property of any thereofLessee's obligations hereunder, and such trustee, receiver, sequestrator or other custodian this Lease shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceedingthereupon automatically terminate. Lessor does, in respect of Borrower or addition, reserve any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by Borrower or such Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced and all other remedies provided in by Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, this Lease or in furtherance of, any of the foregoinglaw.

Bankruptcy and Insolvency. Borrower or any of its Restricted Subsidiaries Any Loan Party shall (a) become insolvent or 8) generally fail to pay, or admit in writing its inability or unwillingness to generally pay, debts as they become due; (b9) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, receiver and manager, sequestrator or other custodian for Borrower, or any of its Restricted SubsidiariesLoan Party, or any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors; (c10) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, receiver and manager, sequestrator or other custodian for Borrower, or any of its Restricted SubsidiariesLoan Party, or for a substantial part of the property of any thereof, and such trustee, receiver, receiver and manager, sequestrator or other custodian shall not be discharged within 60 days, provided that Borrower and each Restricted Subsidiary Loan Party hereby expressly authorizes the Global Administrative Agent, each other Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their the rights of the Combined Lenders under the Loan Documents; (d11) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency lawlaw (including the Bankruptcy and Insolvency Act (Canada)), or any dissolution, winding up or liquidation proceeding, in respect of Borrower or any of its Restricted SubsidiariesLoan Party, and, if any such case or proceeding is not commenced by Borrower or such Restricted SubsidiaryLoan Party, such case or proceeding shall be consented to or acquiesced in by Borrower or such Restricted Subsidiary Loan Party or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that Borrower and each Restricted Subsidiary Loan Party hereby expressly authorizes the Global Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their the rights of the Combined Lenders under the Loan Documents; or (e12) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

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