Common use of Appointment of Receiver, etc Clause in Contracts

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any of the Restricted Subsidiaries in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower or any of the Restricted Subsidiaries under any Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower or any of the Restricted Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any of the Restricted Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any of the Restricted Subsidiaries in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower or any of the Restricted Subsidiaries under any Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower or any of the Restricted Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any of the Restricted Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii iii) a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Company or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law or foreign Lawnon-U.S. law; or (ii) an involuntary case shall be commenced against Holdings, any Borrower Company or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effecteffect whether a law of the United States or another country; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Company or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Company or any of the Restricted its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Company or any of the Restricted its Subsidiaries, and any such event described in this clause CLAUSE (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Company or any of the Restricted its Significant Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federalfederal or state law, state which decree or foreign Laworder is not stayed; or (ii) an involuntary case shall be commenced against Holdings, any Borrower Company or any of the Restricted its Significant Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Company or any of the Restricted its Significant Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Company or any of the Restricted its Significant Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Company or any of the Restricted its Significant Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded bonded, discharged or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Walesstayed; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of its Subsidiaries (other than an Immaterial Subsidiary) under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of HoldingsBorrower, any Borrower of its Subsidiaries or any (for so long as the Guaranties of the Restricted Subsidiaries Holdco Guarantors remain in effect) any Holdco Guarantor in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against HoldingsBorrower, any Borrower of its Subsidiaries or any (for so long as the Guaranties of the Restricted Subsidiaries Holdco Guarantors remain in effect) any Holdco Guarantor under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over HoldingsBorrower, any Borrower of its Subsidiaries or any (for so long as the Guaranties of the Restricted SubsidiariesHoldco Guarantors remain in effect) any Holdco Guarantor, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of HoldingsBorrower, any Borrower of its Subsidiaries or any (for so long as the Guaranties of the Restricted Subsidiaries Holdco Guarantors remain in effect) any Holdco Guarantor for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of HoldingsBorrower, any Borrower of its Subsidiaries or any of such Holdco Guarantor, as the Restricted Subsidiariescase may be, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Excluded Foreign Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Lawlaw; or (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of its Subsidiaries (other than an Excluded Foreign Subsidiary) under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted Subsidiariesits Subsidiaries (other than an Excluded Foreign Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than an Excluded Foreign Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted Subsidiariesits Subsidiaries (other than an Excluded Foreign Subsidiary), and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Company or any of the Restricted its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Company or any of the Restricted its Material Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Company or any of the Restricted its Material Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Company or any of the Restricted its Material Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Company or any of the Restricted its Material Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court Any Credit Party or(g) any of competent jurisdiction its Material Subsidiaries shall enter a decree or have an order for relief in entered with respect of Holdings, any Borrower to it or any of the Restricted Subsidiaries in an involuntary shall commence a voluntary case under any the Bankruptcy Code or other Debtor Relief Law Laws now or hereafter in effect, which decree or shall consent to the entry of an order is not stayed; for relief in an involuntary case, or any other similar relief shall be granted under any applicable federal, state or foreign Law; (ii) to the conversion of an involuntary case shall be commenced against Holdingsto a voluntary case, any Borrower or any of the Restricted Subsidiaries under any Debtor Relief Law now such law, or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower or any of the Restricted Subsidiaries for all or a substantial part of its property; or a warrant any Credit Party or any of attachmentits Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) any Credit Party or any of its Material Subsidiaries shall be unable, execution or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of any Credit Party or any of its Material 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 9.1(f); or Judgments and Attachments. (i) Any one or more money or judgments, writs or(h) warrants of attachment or similar process shall have been issued against all or any substantial part material portion of the any property of Holdings, any Borrower Credit Party or any of its Subsidiaries or involving an aggregate amount at any time in excess of $50,000,000 (to the Restricted Subsidiariesextent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against any Credit Party or any of its Subsidiaries or any of their respective assets and shall remain undischarged, and any such event described in this clause unvacated, unbonded or unstayed for a period of thirty (30) days; or (ii) any non-monetary judgment or order shall continue be rendered against any Credit Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect, and shall remain undischarged, unvacated, unbonded or unstayed for sixty days without having been dismissed, bonded or dischargeda period of thirty (30) days; or Dissolution. Any order, judgment or decree shall be entered against any Credit(i) Party or any of its Material Subsidiaries decreeing the dissolution or split up of such Credit Party or such Subsidiary and such order shall remain undischarged or unstayed for a period in excess of thirty (iii a moratorium under 30) days; or Pension Plans. There shall occur one or more ERISA Events which individually(j) or in the laws of the United Kingdom is declared aggregate results in respect liability of any Indebtedness Credit Party, any of a Foreign Credit Party organized under its subsidiaries or any of their respective ERISA Affiliates in excess of $25,000,000 during the laws term hereof and which is not paid by the applicable due date; or Change of England and WalesControl. A Change of Control shall occur; oror(k)

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, Company any Borrower Approved Captive Insurance Subsidiary (if any) or any of the Restricted Guarantor Subsidiaries (other than a Non-Material Guarantor Subsidiary) (Company and any such Approved Captive Insurance Subsidiary and any such Guarantor Subsidiary, each a "RELEVANT ENTITY") in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Relevant Entity under the Bankruptcy Code or any of the Restricted Subsidiaries under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted SubsidiariesRelevant Entity, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower or any of the Restricted Subsidiaries Relevant Entity for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any of the Restricted SubsidiariesRelevant Entity, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Credit Party or any of the its Restricted Subsidiaries (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Credit Party or any of the its Restricted Subsidiaries (other than an Immaterial Subsidiary) under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Credit Party or any of the its Restricted SubsidiariesSubsidiaries (other than an Immaterial Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim a receiver, trustee liquidator, sequestrator, trustee, custodian or other custodian officer of Holdings, any Borrower Credit Party or any of the its Restricted Subsidiaries (other than an Immaterial Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Credit Party or any of the its Restricted SubsidiariesSubsidiaries (other than an Immaterial Subsidiary), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; org)

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of HoldingsParent, Wilshire, TWG, any Borrower Holding Company or any Subsidiary of the Restricted Subsidiaries any Holding Company in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against HoldingsParent, Wilshire, TWG, any Borrower Holding Company or any Subsidiary of any Holding Company under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over HoldingsParent, Wilshire, TWG, any Borrower Holding Company or any Subsidiary of the Restricted Subsidiariesany Holding Company, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of HoldingsParent, Wilshire, TWG, any Borrower Holding Company or any Subsidiary of the Restricted Subsidiaries any Holding Company for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holding Company or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; org)

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower the Borrowers or any of the Restricted their Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any applicable federalfederal or state law, state or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower the Borrowers or any of the Restricted their Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower the Borrowers or any of the Restricted their Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower the Borrowers or any of the Restricted their Subsidiaries for all or a substantial part of its property; property or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Borrowers or any of the Restricted their Subsidiaries, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or;

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries)(an "IMMATERIAL SUBSIDIARY", for purposes of this Section 8.1(f) and Section 8.1(g), shall mean one or more Subsidiaries of Company that, on a consolidated basis did not (i) for the Restricted most recently concluded Fiscal Year account for more than 5.0% of consolidated revenues of Holdings and its Subsidiaries and (ii) as of the last day of such Fiscal Year own more than 5.0% of the consolidated assets of Holdings and its Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or 103 any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Credit Party or any of the Restricted Subsidiaries Subsidiary (other than a Restricted Holding Company Subsidiary) in an involuntary case under any Debtor Relief Law Laws now or hereafter in effect, effect (including pursuant to which Canada Borrower has been declared bankrupt or insolvent under Canadian Insolvency Legislation) which decree or order for relief is not immediately stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Lawprovincial Governmental Rule, and such relief is not immediately stayed; or (ii) an involuntary case shall be commenced against Holdings, any Borrower Credit Party or any of the such Restricted Subsidiaries Subsidiary under any Debtor Relief Law Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower such Credit Party or any of the such Restricted SubsidiariesSubsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, receiver, receiver-manager, administrator, trustee or other custodian of Holdings, any Borrower Credit Party or any of the such Restricted Subsidiaries Subsidiary for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Credit Party or any of the such Restricted SubsidiariesSubsidiary, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; discharged (provided, that in either (i) or (iii a moratorium under ii) above, no Default or Event of Default shall occur hereunder, in the laws of the United Kingdom is declared in respect case of any Indebtedness of such Restricted Subsidiary unless such event could reasonably be expected to have a Foreign Credit Party organized under the laws of England and WalesMaterial Adverse Effect); or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any applicable federalfederal or state law, state or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any such Borrower or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any such Borrower or any of the Restricted its Subsidiaries for all or a substantial part of its property; property or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any the Borrower or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or;

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any anythe Borrower or any of the Restricted Subsidiaries in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Law; or (ii) an involuntary case shall be commenced against Holdings, any anythe Borrower or any of the Restricted Subsidiaries under any Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any anythe Borrower or any of the Restricted Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any anythe Borrower or any of the Restricted Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any anythe Borrower or any of the Restricted Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii iii) a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than an Immaterial Subsidiary in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than an Immaterial Subsidiary in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries other than its Immaterial Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Company or any of the Restricted its Subsidiaries (other than an Insignificant Subsidiary) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Company or any of its Subsidiaries (other than an 91 Insignificant Subsidiary) under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Company or any of the Restricted Subsidiariesits Subsidiaries (other than an Insignificant Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Company or any of the Restricted its Subsidiaries (other than an Insignificant Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Company or any of the Restricted Subsidiariesits Subsidiaries (other than an Insignificant Subsidiary), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings, any Borrower Company or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Company or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Company or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Company or any of the Restricted its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Company or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of HoldingsMBW LLC, any Borrower Holdings or Company or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against HoldingsMBW LLC, any Borrower Holdings or Company or any of its Subsidiaries (other than Immaterial Subsidiaries) under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over HoldingsMBW LLC, any Borrower Holdings or Company or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of HoldingsMBW LLC, any Borrower Holdings or Company or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of HoldingsMBW LLC, any Borrower Holdings or Company or any of the Restricted its Subsidiaries (other than Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of HoldingsHolding, Company, any Borrower Aggregatable Restricted Subsidiaries or any of the Material Restricted Subsidiaries Subsidiary in an involuntary case under any Debtor Relief Law Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against HoldingsHolding, Company, any Borrower Aggregatable Restricted Subsidiaries or any of the Material Restricted Subsidiaries Subsidiary under any Debtor Relief Law Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over HoldingsHolding, Company, any Borrower Aggregatable Restricted Subsidiaries or any of the Material Restricted SubsidiariesSubsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of HoldingsHolding, Company, any Borrower Aggregatable Restricted Subsidiaries or any of the Material Restricted Subsidiaries Subsidiary for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of HoldingsHolding, Company, any Borrower Aggregatable Restricted Subsidiaries or any of the Material Restricted SubsidiariesSubsidiary, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws g) Voluntary Bankruptcy; Appointment of the United Kingdom is declared in respect of Receiver, etc. Holding, Company, any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; orAggregatable Restricted Subsidiaries or any Material Restricted Subsidiary shall have an -168- 105376510

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any of the Restricted its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Debtor Relief Law now or hereafter in effectInsolvency Law, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Applicable Law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Holdings, any Borrower or any of the Restricted its Subsidiaries (other than any Immaterial Subsidiaries) under any Debtor Relief Insolvency Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee trustee, custodian or other custodian similar officer of Holdings, any Borrower or any of the Restricted its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any of the Restricted its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; org)

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdingsthe Parent, any the Borrower or any of the Restricted Borrower's Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any applicable federalfederal or state law, state or foreign Law; (ii) an involuntary case shall be commenced against Holdingsthe Parent, any the Borrower or any of the Restricted Borrower's Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdingsthe Parent, any the Borrower or any of the Restricted Borrower's Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdingsthe Parent, any the Borrower or any of the Restricted Borrower's Subsidiaries for all or a substantial part of its property; property or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdingsthe Parent, any the Borrower or any of the Restricted Borrower's Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or;

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Company or any of its Subsidiaries (or, at any time the Restricted Subsidiaries Atlantic or Atlantic Related Entity has any continuing obligations under the Atlantic Existing Credit Facility, the Atlantic Fund Guaranty, the Atlantic Pledge, the Atlantic Side Letter or the Atlantic Term Loan Agreement (the "ATLANTIC DOCUMENTS"), Atlantic or Atlantic Related Entity) in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Company or any of its Subsidiaries (or, at any time the Restricted Subsidiaries Atlantic or Atlantic Related Entity has any continuing obligations under any Debtor Relief Law Atlantic Documents, Atlantic or Atlantic Related Entity) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Company or any of its Subsidiaries (or, at any time the Restricted SubsidiariesAtlantic or Atlantic Related Entity has any continuing obligations under any Atlantic Documents, Atlantic or Atlantic Related Entity), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Company or any of its Subsidiaries (or, at any time the Restricted Subsidiaries Atlantic or Atlantic Related Entity has any continuing obligations under any Atlantic Documents, Atlantic or Atlantic Related Entity) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Company or any of its Subsidiaries (or, at any time the Restricted SubsidiariesAtlantic or Atlantic Related Entity has any continuing obligations under any Atlantic Documents, Atlantic or Atlantic Related Entity), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings, any Borrower Loan Party or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Loan Party or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Loan Party or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Loan Party or any of the Restricted its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Loan Party or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court The Borrower,(g) Holdings or any of competent jurisdiction its Significant Subsidiaries shall enter a decree or have an order for relief in entered with respect of Holdings, any Borrower to it or any of the Restricted Subsidiaries in an involuntary shall commence a voluntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, which decree or shall consent to the entry of an order is not stayed; for relief in an involuntary case, or any other similar relief shall be granted under any applicable federal, state or foreign Law; (ii) to the conversion of an involuntary case shall be commenced against Holdingsto a voluntary case, any Borrower or any of the Restricted Subsidiaries under any Debtor Relief Law now such law, or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee conservator or other custodian of Holdings, any Borrower or any of the Restricted Subsidiaries for all or a substantial part of its property; or a the Borrower, Holdings or any of its Significant Subsidiaries shall make any assignment for the benefit of creditors or (ii) the Borrower, Holdings or any of its Significant 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 the board of directors (or similar governing body) of the Borrower, Holdings or any of its Significant 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 8.01(f); or Judgments and Attachments. Any money judgment, writ or warrant of attachment, execution 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 have been issued be entered or filed against any substantial part of the property of HoldingsBorrower, any Borrower Holdings or any of the Restricted Subsidiariesits Material Subsidiaries or any of their respective assets and shall remain undischarged, and any such event described in this clause unvacated, unbonded or unstayed for a period of sixty (ii60) shall continue for sixty days without having been dismissed, bonded or dischargeddays; or (iii 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 moratorium under Material Adverse Effect on the laws of Borrower during the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Walesterm hereof; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any Subsidiary of the Restricted Subsidiaries any Borrower in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any applicable federalfederal or state law, state or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower or any Subsidiary of any Borrower under the Restricted Subsidiaries Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any such Borrower or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any such Borrower or any of the Restricted its Subsidiaries for all or a substantial part of its property; property or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any such Borrower or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or;

Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries in an involuntary case under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, federal or state law; or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries under the Bankruptcy Code or under any Debtor Relief Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, receiver-manager, trustee or other custodian of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower Holdings or any of the Restricted its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty thirty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or