Common use of Bankruptcy, etc Clause in Contracts

Bankruptcy, etc. In the event: (a) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.

Bankruptcy, etc. In the event: Borrower or any of its Material Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (athe "BANKRUPTCY CODE"); or an involuntary case is commenced against the Borrower or any of its Material Subsidiaries and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any of its Material Subsidiaries; or the Borrower or any of its Material Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "CONSERVATOR") of itself or all or any substantial portion of its property) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under law of any jurisdiction whether now or hereafter in effect relating to the present Borrower or any future Federal bankruptcy code of its Material Subsidiaries; or any other present such proceeding is commenced against the Borrower or future applicable Federal, state, any of its Material Subsidiaries to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or the Borrower or any of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other statute order approving any such case or law relative to bankruptcy, insolvency, proceeding is entered; or other relief for debtors, the Borrower or shall seek or consent to or acquiesce in the any of its Material Subsidiaries suffers any appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing like for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether 60 days; or not consecutive); or (c) the Borrower or any Member shall admit in writing of its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Material Subsidiaries makes a general assignment for the benefit of creditors creditors; or take any other corporate (or similar organizational) action is taken by the Borrower or any of its Material Subsidiaries for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Borrower or any of its Subsidiaries (the Borrower and each of such other Subsidiary, each a “Principal Party”) shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt “conservator”) of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court any such proceeding of competent jurisdiction shall enter an order, judgment or decree approving a petition filed the type set forth in clause (iv) above is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property that continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors or take generally does not pay its debts as such debts become due; or (x) any other corporate (or similar organizational) action is taken by any Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In the event: (ai) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present The Borrower or any future Federal bankruptcy code of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (B) seeking appointment of a receiver, trustee, receiver, conservator custodian or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvencyassets, or pending insolvency, the Borrower or suspension or pending suspension any of operations; or (e) any Member its Significant Subsidiaries shall make an a general assignment for the benefit of creditors its creditors; or (ii) there shall be commenced against the Borrower or any of its Significant Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Significant Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any of its Significant Subsidiaries shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.acts set forth in clause (i), (ii), or (iii) above; or

Bankruptcy, etc. In the event: (ai) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present Any Borrower or any future Federal bankruptcy code of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (B) seeking appointment of a receiver, trustee, receiver, conservator custodian or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvencyassets, or pending insolvency, any Borrower or suspension or pending suspension any of operations; or (e) any Member its Significant Subsidiaries shall make an a general assignment for the benefit of creditors its creditors; or (ii) there shall be commenced against any Borrower or any of its Significant Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Borrower or any of its Significant Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) a Luxembourg Insolvency Event shall occur in respect of any Subsidiary Borrower that is a Luxembourg Subsidiary; or (v) any Borrower or any of its Significant Subsidiaries shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.acts set forth in clause (i), (ii), (iii) or (iv) above; or

Bankruptcy, etc. In The Borrower or any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the event: United States Code entitled "Bankruptcy," as now or hereafter in effect and applicable, or any successor thereto (athe "Bankruptcy Code"); or an involuntary case is commenced against the Borrower or any of its Subsidiaries and, with respect to any such case commenced under the Bankruptcy Code, the petition is not controverted within 10 days, or is not dismissed within 60 consecutive days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any of its Subsidiaries; or the Borrower or any of its Subsidiaries commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a "conservator") of itself or all or any substantial portion of its property, whether or not confidential) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any of its Subsidiaries; or any such proceeding is commenced against (a) any Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States, whether or not such proceeding is consented to by such Person, or similar relief for itself under (b) the present Borrower or any future Federal bankruptcy code of its Subsidiaries (other than any Regulated Insurance Company described in the immediately preceding clause (a)), whether or not such proceeding is consented to by such Person but only to the extent that such proceeding remains undismissed for a period of 60 consecutive days; or the Borrower or any other present of its Subsidiaries is adjudicated insolvent or future applicable Federal, state, bankrupt; or any order of relief or other statute order approving any such case or law relative to bankruptcy, insolvency, proceeding is entered; or other relief for debtors, or shall seek or consent to or acquiesce (a) any Regulated Insurance Company which is engaged in the business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing like for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all it or any substantial part of said Member’s property its property, or (b) the Borrower or any of its interest Subsidiaries (other than any Regulated Insurance Company described in the Company shall be appointed without immediately preceding clause (a)) suffers any appointment of any conservator or the consent like for it or acquiescence substantially all of said Member and such appointment shall remain unvacated and its property which continues undischarged or unstayed for an aggregate a period of ninety (90) days (whether 60 consecutive days; or not consecutive); or (c) the Borrower or any Member shall admit in writing of its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Subsidiaries makes a general assignment for the benefit of creditors creditors; or take any other similar formal corporate action is taken by the Borrower or any of its Subsidiaries for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In Any Credit Party or any Material Subsidiary of the event: (a) any Member Company shall file commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against any Credit Party or any Material Subsidiary of the Company, and the petition in bankruptcy is not controverted within 10 days, or is not dismissed within 60 days after the filing thereof, provided, however, that during the pendency of such period, each Lender shall be adjudicated relieved of its obligation to extend credit hereunder; or a bankrupt custodian (as defined in the Bankruptcy Code) is appointed for, or seek takes charge of, all or substantially all of the property of any Credit Party or any Material Subsidiary of the Company, to operate all or any substantial portion of the business any Credit Party or any Material Subsidiary of the Company, or any Credit Party or any Material Subsidiary of the Company or any other Person commences any other proceeding or takes any corporate action or other steps in relation to any reorganization, arrangement, compositionadjustment of debt, readjustment, liquidationrelief of debtors, dissolution, or similar relief for itself under the present bankruptcy, insolvency or any future Federal bankruptcy code analogous procedure or step is taken in any jurisdiction whether now or hereafter in effect relating to any Credit Party or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment Material Subsidiary of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (including, without limitation, under any Canadian Insolvency Law), or there is commenced against any Credit Party or any Material Subsidiary of the term “acquiesce” includes but is not limited to the failure to file Company any such proceeding which remains undismissed for a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) period of 60 days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry filing thereof, or any Credit Party or any Material Subsidiary of the Company is adjudicated or deemed under applicable law insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding (including the entry of an order of relief against it or for the appointment of a receiver, controller, receiver-manager, trustee, receivermonitor, conservator custodian or liquidator of said Member similar official for it or of all or for any substantial part of said Member’s property its property) is entered; or its interest in any Credit Party or any Material Subsidiary of the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an makes a general assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of or any other Member, cause the dissolution Business action is taken by any Credit Party or any Material Subsidiary of the Company and such electing Member shall be for the Liquidating Member.purpose of effecting any of the foregoing; or

Bankruptcy, etc. In the event: (a) any Member CNL or TRG shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member CNL or TRG, as applicable, or its applicable interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member CNL or TRG seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member CNL or TRG, as applicable, shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member CNL or TRG, as applicable, or of all or any substantial part of said Member’s such the property or its CNL or TRG, as applicable, or interest in the Company of such Member shall be appointed without the consent or acquiescence of said Member CNL or TRG, as applicable, and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member CNL or TRG, shall admit in writing its inability to pay its debts as they mature; or (d) any Member CNL or TRG shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member CNL or TRG shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any the other Memberof CNL or TRG that is not the subject of such bankruptcy or insolvency related event, cause the dissolution of the Company and CNL or TRG, as applicable, as such electing Member shall be the “Liquidating Member.”

Bankruptcy, etc. In the event: (ai) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present Any Borrower or any future Federal bankruptcy code of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (B) seeking appointment of a receiver, trustee, receiver, conservator custodian or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvencyassets, or pending insolvency, any Borrower or suspension or pending suspension any of operations; or (e) any Member its Significant Subsidiaries shall make an a general assignment for the benefit of creditors its creditors; or (ii) there shall be commenced against any Borrower or any of its Significant Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Borrower or any of its Significant Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Borrower or any of its Significant Subsidiaries shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.acts set forth in clause (i), (ii), or (iii) above; or

Bankruptcy, etc. In the event: (a) any Member Finance Co. or Resources shall file commence a voluntary petition case concerning itself under Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in bankruptcy effect or any successor thereto (the "Bankruptcy Code"); or an involuntary case shall be commenced against Finance Co. or Resources or such case shall be controverted but shall not be dismissed within 60 days after the commencement of the case; or Finance Co. or Resources shall not generally be paying its debts as they become due; or a custodian (as defined in the Bankruptcy Code) shall be appointed for, or shall be adjudicated a bankrupt take charge of, all or seek substantially all of the property of Finance Co. or Resources or Finance Co. or Resources shall commence any other proceeding under any reorganization, arrangement, compositionreadjustment of debt, readjustment, liquidationrelief of debtors, dissolution, insol- vency or liquidation or similar relief law of any jurisdiction whe- ther now or hereafter in effect relating to Finance Co. or Resources or there shall be commenced against Finance Co. or Resources any such proceeding which remains undismissed for itself a period of 60 days or Finance Co. or Resources shall be adjudicated insolvent or bankrupt; or Finance Co. or Resources shall fail to controvert in a timely manner any such case under the present Bankruptcy Code or any future Federal bankruptcy code such proceeding, or any other present or future applicable Federal, state, order of relief or other statute order approving any such case or law relative proceeding shall be entered; or Finance Co. or Resources by any act or failure to bankruptcyact shall indicate its consent to, insolvency, approval of or other relief for debtors, acquiescence in any such case or shall seek proceeding or consent to or acquiesce in the appointment of any trustee, receiver, conservator custodian or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing like for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all it or any substantial part of said Member’s its property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and suffer any such appointment shall remain unvacated and to continue undischarged or unstayed for an aggregate a period of ninety (90) days (whether 60 days; Finance Co. or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member Resources shall make an a general assignment for the benefit of creditors credi- tors; or take any other similar corporate action shall be taken by Finance Co. or Resources for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.fore- going; or

Bankruptcy, etc. In the event: (a) DGC, DGFS, any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present Agency Subsidiary or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member Affiliated Insurer shall make an assignment for the benefit of creditors creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against DGC, DGFS, any Agency Subsidiary or any Affiliated Insurer, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more; or if the Commissioner shall initiate or take action to place DGC, DGFS, any other similar action for Agency Subsidiary or any Affiliated Insurer in receivership, in rehabilitation or under the protection or benefit of creditors; then such event shall, at the election supervision of any court-appointed trustee or administrator; or if the Commissioner shall place DGC, DGFS, any Agency Subsidiary or any Affiliated Insurer under any cease and desist order or other Memberjudicial or administrative decree which materially and adversely affects its business or operations; or DGC, cause DGFS, any Agency Subsidiary or any Affiliated Insurers by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the dissolution appointment of the Company and a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any such electing Member custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; or DGC, DGFS, any Agency Subsidiary or any Affiliated Insurer shall be the Liquidating Membergenerally not pay its debts as such debts become due.

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Borrower or any of its Material Subsidiaries (the Borrower and each of such other persons, each a "Principal Party") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or (ii) an involuntary case is commenced under the Bankruptcy Code against any Principal Party and the petition is not controverted within 10 days, or is not dismissed within 90 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "conservator") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed any such proceeding is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 90 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)90 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors creditors; or (x) any corporate (or take similar organizational) action is taken by any other similar action Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In the event: (ai) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present The Borrower or any future Federal bankruptcy code of its ---------------- Subsidiaries shall commence any case, proceeding or other action (A) under any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (B) seeking appointment of a receiver, trustee, receivercustodian, conservator or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvencyassets, or pending insolvency, the Borrower or suspension or pending suspension any of operations; or (e) any Member its Subsidiaries shall make an a general assignment for the benefit of creditors its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment which is not vacated, dismissed or stayed pending appeal within 60 days or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) the Borrower or any of its Subsidiaries shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.acts set forth in clause (i), (ii), or (iii) above; or

Bankruptcy, etc. In the event: (a) any Member Finance Co. or Resources shall file commence a voluntary petition case concerning itself under Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in bankruptcy effect or any successor thereto (the "Bankruptcy Code"); or an involuntary case shall be commenced against Finance Co. or Resources or such case shall be controverted but shall not be dismissed within 60 days after the commencement of the case; or Finance Co. or Resources shall not generally be paying its debts as they become due; or a custodian (as defined in the Bankruptcy Code) shall be appointed for, or shall be adjudicated a bankrupt take charge of, all or seek substantially all of the property of Finance Co. or Resources or Finance Co. or Resources shall commence any other proceeding under any reorganization, arrangement, compositionreadjustment of debt, readjustment, liquidationrelief of debtors, dissolution, insolvency or liquidation or similar relief law of any jurisdiction whether now or hereafter in effect relating to Finance Co. or Resources or there shall be commenced against Finance Co. or Resources any such proceeding which remains undismissed for itself a period of 60 days or Finance Co. or Resources shall be adjudicated insolvent or bankrupt; or Finance Co. or Resources shall fail to controvert in a timely manner any such case under the present Bankruptcy Code or any future Federal bankruptcy code such proceeding, or any other present or future applicable Federal, state, order of relief or other statute order approving any such case or law relative proceeding shall be entered; or Finance Co. or Resources by any act or failure to bankruptcyact shall indicate its consent to, insolvency, approval of or other relief for debtors, acquiescence in any such case or shall seek proceeding or consent to or acquiesce in the appointment of any trustee, receiver, conservator custodian or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing like for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all it or any substantial part of said Member’s its property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and suffer any such appointment shall remain unvacated and to continue undischarged or unstayed for an aggregate a period of ninety (90) days (whether 60 days; Finance Co. or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member Resources shall make an a general assignment for the benefit of creditors creditors; or take any other similar corporate action shall be taken by Finance Co. or Resources for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Borrower or any of its Subsidiaries (the Borrower and each of such other Subsidiaries, each a “Principal Party”) shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt “conservator”) of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court any such proceeding of competent jurisdiction shall enter an order, judgment or decree approving a petition filed the type set forth in clause (iv) above is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property that continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors or take generally does not pay its debts as such debts become due; or (x) any other corporate (or similar organizational) action is taken by any Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In the event: (ai) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present The Borrower or any future Federal bankruptcy code of its Subsidiaries shall commence any case, proceeding or other action (A) under any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (B) seeking appointment of a receiver, trustee, receivercustodian, conservator or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvencyassets, or pending insolvency, the Borrower or suspension or pending suspension any of operations; or (e) any Member its Subsidiaries shall make an a general assignment for the benefit of creditors its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment which is not vacated, dismissed or stayed pending appeal within 60 days or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) the Borrower or any of its Subsidiaries shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.acts set forth in clause (i), (ii), or (iii) above; or

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) a Borrower or any of its Subsidiaries (the Borrowers and each of such other Subsidiary, each a "Principal Party") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 90 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "conservator") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court any such proceeding of competent jurisdiction shall enter an order, judgment or decree approving a petition filed the type set forth in clause (iv) above is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 90 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property that continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)90 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors or take generally does not pay its debts as such debts become due; or (x) any other corporate (or similar organizational) action is taken by any Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Company, any of its Material Subsidiaries or any other Credit Party (the Company and each of such other persons, each a "PRINCIPAL PARTY") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "BANKRUPTCY CODE"); or (ii) an involuntary case is commenced against any Principal Party and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "CONSERVATOR") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed any such proceeding is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors creditors; or (x) any corporate (or take similar organizational) action is taken by any other similar action Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In the event: (a) any either Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal federal bankruptcy code or any other present or future applicable Federalfederal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty ten (6010) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any either Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal federal bankruptcy code or any other present or future applicable Federalfederal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety sixty (9060) days (whether or not consecutive); or (c) any either Member shall admit in writing its inability to pay its debts as they mature; or (d) any either Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any either Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then then, any such event shall, at the election of any other Member, shall cause the dissolution of the Company and such electing the other Member shall be the Liquidating Member.

Bankruptcy, etc. In the event: (a) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal federal bankruptcy code or any other present or future applicable Federalfederal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest Membership Interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) any Member shall admit in writing its inability to pay its debts as they mature; (c) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal federal bankruptcy code or any other present or future applicable Federalfederal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten sixty (1060) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest Membership Interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; oror Table of Contents (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.

Bankruptcy, etc. In the event: (ai) Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre shall commence any Member shall file a voluntary petition in bankruptcy case, proceeding or shall be adjudicated other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or seek any insolvent, or seeking reorganization, arrangement, compositionadjustment, readjustmentwinding-up, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, composition or other relief for debtorswith respect to it or its debts, or shall seek or consent to or acquiesce in the (B) seeking appointment of any a receiver, trustee, receivercustodian, conservator or liquidator other similar official for it or for all or any substantial part of said Member its assets, or Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre shall make a general assignment for the benefit of its interest creditors; or (ii) there shall be commenced against Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the Company entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the term “acquiesce” includes but is entry of an order for any such relief which shall not limited to the failure to file a petition have been vacated, discharged, or motion to vacate stayed or discharge any order, judgment or decree providing for such appointment bonded pending appeal within sixty (60) days after from the appointment)entry thereof; or or (biv) a court of competent jurisdiction Borrower, Parent, Managing Member, Xxxxxxx Xxxxx or Blackacre shall enter an ordertake any action, judgment corporate or decree approving a petition filed against any Member seeking any reorganizationotherwise, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvencyin furtherance of, or other relief for debtorsindicating its consent to, and said Member shall acquiesce in the entry for such orderapproval of, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such orderacquiescence in, judgment or decree within ten (10) days after the entry any of the orderacts set forth in clause (i), judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofii), or any trustee, receiver, conservator (iii) above; or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90v) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.Borrower,

Bankruptcy, etc. In Lessee or any Lessee Affiliate consents to the event: (a) appointment of a custodian, receiver, trustee or liquidator of itself or all or any Member shall file material part of Lessee's property or Lessee's consolidated property, or Lessee or any Lessee Affiliate admits in writing its inability to, or is unable to, or does not, pay its debts generally as they come due, or makes a general assignment for the benefit of creditors, or Lessee or any Lessee Affiliate files a voluntary petition in bankruptcy or shall be adjudicated a bankrupt voluntary petition seeking reorganization in a proceeding under any bankruptcy or seek insolvency Laws (as now or hereafter in effect) or any reorganizationanswer admitting the material allegations of a petition filed against Lessee or any Lessee Affiliate in any such proceeding, arrangementor Lessee or any Lessee Affiliate by voluntary petition, answer or consent seeks relief under the provisions of any other bankruptcy, insolvency or other similar Law providing for the reorganization or winding-up of corporations, or provides for an agreement, composition, readjustment, liquidation, dissolutionextension or adjustment with its creditors, or similar relief for itself under the present any corporate action (including, without limitation, any board of directors or shareholder action) is taken by Lessee or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce Lessee Affiliate in the appointment furtherance of any trusteeof the foregoing, receiver, conservator whether or liquidator of said Member not the same is fully effected or its interest in the Company accomplished; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60ii) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against is entered by any Member seeking any reorganizationcourt appointing, arrangement, composition, readjustment, liquidation, dissolution or similar relief under without the present consent of Lessee or any future Federal bankruptcy code Lessee Affiliate, a custodian, receiver, trustee or liquidator of Lessee or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvencyLessee Affiliate, or other relief for debtorsof all or any material part of Lessee's property or Lessee's consolidated property is sequestered, and said Member shall acquiesce in the entry for any such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file of appointment or sequestration remains in effect, undismissed, unstayed or unvacated for a petition or motion to vacate or discharge such order, judgment or decree within ten (10) period of 30 days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofthereof of at any time an order for relief is granted; or (iii) an involuntary petition against Lessee or any Lessee Affiliate in a proceeding under the United States Federal Bankruptcy Laws or other insolvency Laws (as now or hereafter in effect) is filed and is not withdrawn or dismissed within 30 days thereafter or at any time an order for relief is granted in such proceeding, or if, under the provisions of any trusteeLaw providing for reorganization or winding-up of corporations which may apply to Lessee or any Lessee Affiliate, receiverany court of competent jurisdiction assumes jurisdiction over, conservator or liquidator of said Member custody or control of, Lessee or any Lessee Affiliate or of all or any substantial material part of said Member’s Lessee's property, or Lessee's consolidated property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and jurisdiction, custody or control remains in effect, unrelinquished, unstayed or unterminated for a period of 30 days or at any time an aggregate of ninety (90) days (whether or not consecutive)order for relief is granted in such proceeding; or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.

Bankruptcy, etc. In If the event: Borrower or any Subsidiary shall commence any case, proceeding or other action (a) under any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (b) seeking appointment of a receiver, trustee, receiver, conservator custodian or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvencyassets, or pending insolvency, the Borrower or suspension or pending suspension of operations; or (e) any Member Subsidiary shall make an a general assignment for the benefit of creditors its creditors; or (c) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action of a nature referred to in clause (a) or (b) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 60 days; or (d) there shall be commenced against the Borrower or any Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (e) the Borrower or any Subsidiary shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company acts set forth in clause (a), (b), (c), or (d) above; the Loan hereunder (with accrued interest thereon) and such electing Member all other amounts owing under this Agreement and the Note shall be immediately become due and payable without the Liquidating Memberneed for any notice or other action by the Lender.

Bankruptcy, etc. In The Company, any of its Subsidiaries or any other Obligor (it being understood that the eventCongoleum Plan and proceedings, settlements and transactions in connection therewith shall be excluded for the purposes hereof) shall: (a) any Member shall file commence a voluntary case under the Bankruptcy Code or authorize, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case; (i) have filed against it a petition in bankruptcy or commencing an involuntary case under the Bankruptcy Code that shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolutionnot have been dismissed within 60 days after the date on which such petition is filed, or similar (ii) file an answer or other pleading within such 60-day period admitting or failing to deny the material allegations of such a petition or seeking, consenting to or acquiescing in the relief therein provided, or (iii) have entered against it an order for itself relief in any involuntary case commenced under the present Bankruptcy Code; (c) seek relief as a debtor under any applicable law, other than the Bankruptcy Code, of any jurisdiction relating to the liquidation or any future Federal bankruptcy code reorganization of debtors or any other present to the modification or future applicable Federalalteration of the rights of creditors, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); orrelief; (bd) have entered against it an order by a court of competent jurisdiction shall enter an order(i) finding it to be bankrupt or insolvent, judgment (ii) ordering or decree approving its liquidation or reorganization as a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present debtor or any future Federal bankruptcy code modification or any other present alteration of the rights of its creditors or future applicable Federal(iii) assuming custody of, state or appointing a receiver or other statute or law relating to bankruptcycustodian for, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any a substantial part portion of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operationsproperty; or (e) any Member shall make an assignment for the benefit of, or enter into a composition with, its creditors, or appoint, or consent to the appointment of, or suffer to exist a receiver or other custodian for, all or a substantial portion of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Memberits property.

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Borrower, any of its Material Subsidiaries or any other Credit Party (the Borrower and each of such other persons, each a "PRINCIPAL PARTY") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "BANKRUPTCY CODE"); or (ii) an involuntary case is commenced against any Principal Party and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "CONSERVATOR") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed any such proceeding is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors creditors; or (x) any corporate (or take similar organizational) action is taken by any other similar action Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In the event:A proceeding shall have been instituted with respect to any Loan Party or any Restricted Subsidiary of a Loan Party, (ai) any Member shall file seeking to have an order for relief entered in respect of such Person, or seeking a voluntary petition in bankruptcy declaration or shall be adjudicated entailing a bankrupt finding that such Person is insolvent or seek any a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, compositionadjustment, readjustment, liquidation, dissolution, composition or other similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federalwith respect to such Person, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member its assets or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge debts under any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law Law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities or any other similar Law now or hereafter in effect, or (ii) seeking appointment of a receiver, trustee, liquidator, assignee, sequestrator or other relief custodian for debtors, such Person or for all or any substantial part of its property and said Member such proceeding shall acquiesce result in the entry entry, making or grant of any such order for such orderrelief, judgment declaration, finding, relief or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such orderappointment, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree proceeding shall remain unvacated undismissed and unstayed for an aggregate a period of ninety 30 consecutive days. Or, any Loan Party or Restricted Subsidiary of a Loan Party shall become insolvent; shall fail to pay, become unable to pay, or state that it is or will be unable to pay, its debts as they become due; shall voluntarily suspend transaction of its business; shall make a general assignment for the benefit of creditors; shall institute (90or fail to controvert in a timely and appropriate manner) days a proceeding described in clause (i) above, or (whether or not consecutiveany such proceeding has been instituted) from the date of entry thereofshall consent to or acquiesce in any such order for relief, declaration, finding or relief described therein; shall institute (or fail to controvert in a timely and appropriate manner) a proceeding described in clause (ii) above, or (whether or not any trustee, receiver, conservator such proceeding has been instituted) shall consent to or liquidator acquiesce in any such appointment or to the taking of said Member or possession by any such custodian of all or any substantial part of said Member’s property its property; shall dissolve, wind-up, revoke or forfeit its interest in the Company charter (or other constituent documents) or liquidate itself or any substantial part of its property; or shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election in furtherance of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Memberforegoing.

Bankruptcy, etc. In (i) Lessee consents to the event: (a) any Member shall file appointment of a custodian, receiver, trustee or liquidator of itself or all or a material part of its property or its consolidated property, or Lessee admits in writing its inability to, or is unable to, or does not, pay its debts generally as they come due, or makes a general assignment for the benefit of creditors, or Lessee files a voluntary petition in bankruptcy or shall be adjudicated voluntary petition seeking reorganization in a bankrupt proceeding under any bankruptcy or seek insolvency laws (as now or hereafter in effect), or an answer admitting the material allegations of a petition filed against Lessee in any reorganizationsuch proceeding, arrangementor Lessee by voluntary petition, answer or consent seeks relief under the provisions of any other bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of debtors, or provides for an agreement, composition, readjustment, liquidation, dissolutionextension or adjustment with its creditors, or similar relief for itself under the present any board of directors or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce shareholder action is taken by Lessee in the appointment furtherance of any trusteeof the foregoing, receiver, conservator whether or liquidator of said Member not the same is fully effected or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)accomplished; or (bii) An order, judgement or decree is entered by any court appointing, without the consent of Lessee, a custodian, receiver, trustee or liquidator of or sequestering any of Lessee’s property, and any such order, judgement or decree of appointment or sequestration remains in effect, undismissed, unstayed or unvacated for a period of 60 days after the date of entry thereof or at any time an order for relief is granted; or (iii) An involuntary petition against Lessee or other proceeding under the United States Federal Bankruptcy laws or other insolvency laws (as now or hereafter in effect) is filed and is not withdrawn or dismissed within 60 days thereafter or at any time an order for relief is granted in such proceeding, or if, under the provisions of any law providing for reorganisation or winding-up of debtors which may apply to Lessee, any court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvencyassumes jurisdiction over, or other relief for debtorscustody or control of, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member Lessee or of all or any substantial material part of said MemberLessee’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member property, and such appointment shall remain unvacated and jurisdiction, custody or control remains in effect, unrelinquished, unstayed or unterminated for a period of 60 days or at any time an aggregate of ninety (90) days (whether or not consecutive)order for relief is granted in such proceeding; or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.

Bankruptcy, etc. In the event: (i) Borrower (a) any Member shall file commences a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself case under the present federal bankruptcy laws (as now or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce hereafter in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointmenteffect); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving files a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or to take advantage of any other present laws, domestic or future applicable Federal, state or other statute or law foreign relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts; (c) consents to or fails to contest in a timely and appropriate manner any petition filed against Borrower in an involuntary case under such bankruptcy laws or other relief laws; (d) applies for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofconsents to, or any trusteefails to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, conservator custodian, trustee or liquidator of said Member Borrower or of all or any a substantial part of said Member’s property its property, domestic or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety foreign; (90e) days (whether or not consecutive); or (c) any Member shall admit admits in writing its inability to pay its debts as they maturebecome due; or (df) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an makes a general assignment for the benefit of creditors creditors; or take (g) takes any other similar formal corporate action for the protection purpose of effecting any of the foregoing; or benefit (ii) (x) a case or other proceeding is commenced against Borrower in any court of creditors; then such event shall, at competent jurisdiction seeking relief under the election of federal bankruptcy laws (as now or hereafter in effect) or under any other Memberlaws, cause domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts; or (y) the dissolution appointment of a trustee, receiver, custodian, liquidator or the like of the Company Borrower or of all or any substantial part of the assets, domestic or foreign, of the Borrower, and, with respect to clauses (x) and (y) hereof, such electing Member case, proceeding or appointment shall continue undismissed or unstayed for a period of sixty (60) consecutive calendar days, or (iii) an order granting the relief requested in the case, proceeding or appointment referred to in clauses (ii)(x) and (ii)(y) above (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be the Liquidating Member.entered; or

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) a Borrower or any of its Subsidiaries (the Borrowers and each of such other Subsidiary, each a “Principal Party”) shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 90 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt “conservator”) of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court any such proceeding of competent jurisdiction shall enter an order, judgment or decree approving a petition filed the type set forth in clause (iv) above is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 90 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property that continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)90 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors or take generally does not pay its debts as such debts become due; or (x) any other corporate (or similar organizational) action is taken by any Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In The Loan (with accrued interest thereon) and all other amounts owing under this Credit Agreement and the eventNotes shall immediately become due and payable without the need for any notice or other action by PATI if any of the following events shall occur: (a) Borrower shall commence any Member shall file a voluntary petition in bankruptcy case, proceeding or shall be adjudicated other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or seek any insolvent, or seeking reorganization, arrangement, compositionadjustment, readjustmentwinding-up, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, composition or other relief for debtorswith respect to it or its debts, or shall seek or consent to or acquiesce in the (ii) seeking appointment of any a receiver, trustee, receivercustodian or other similar official for it or for all or any substantial part of its assets, conservator or liquidator the Borrower shall make a general assignment for the benefit of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)creditors; or (b) a court of competent jurisdiction there shall enter an orderbe commenced against the Borrower any case, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state proceeding or other statute action of a nature referred to in subsection 7.01(a)(i) or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce 7.01(a)(ii) above which (i) results in the entry of an order for relief or any such order, judgment adjudication or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofappointment, or (ii) remains undismissed, undischarged or unbonded for a period of 60 days; or (c) there shall be commenced against the Borrower any trusteecase, receiverproceeding or other action seeking issuance of a warrant of attachment, conservator execution, distraint or liquidator of said Member or of similar process against all or any substantial part of said Member’s property or its interest assets which results in the Company entry of an order for any such relief which shall be appointed without not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they matureentry thereof; or (d) the Borrower shall take any Member shall give notice to any governmental body of insolvencyaction in furtherance of, or pending insolvencyindicating its consent to, approval of, or suspension or pending suspension of operations; or (e) acquiescence in, any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Memberacts set forth in subsections (a), (b) or (c) above.

Bankruptcy, etc. In the event: (a) any Neither Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt bankrupt, make an assignment for the benefit of creditors, or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty ten (6010) days after the appointment); or; (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any either Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state state, or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment judgment, or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment judgment, or decree within ten (10) days after the entry of the order, judgment judgment, or decree) or such order, judgment judgment, or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator conservator, or liquidator of said such Member or of all or any substantial part of said such Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety sixty (9060) days (whether or not consecutive); or; (c) any either Member shall admit in writing its inability to pay its debts as they mature; or; (d) any either Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any either Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shallthen, at unless otherwise agreed to by the election consent of any the other Member, any such event described in Sections 11.2(a) through (e) shall terminate such bankrupt or insolvent Member’s continued membership in the Company and shall cause the dissolution of the Company and such electing the other Member shall be the Liquidating Member.

Bankruptcy, etc. In the event: (a) any either Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal federal bankruptcy code or any other present or future applicable Federalfederal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “"acquiesce” " includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty ten (6010) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any either Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal federal bankruptcy code or any other present or future applicable Federalfederal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “"acquiesce” " includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s 's property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety sixty (9060) days (whether or not consecutive); or (c) any either Member shall admit in writing its inability to pay its debts as they mature; or (d) any either Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any either Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then then, any such event shall, at the election of any other Member, shall cause the dissolution of the Company and such electing the other Member shall be the Liquidating Member.

Bankruptcy, etc. In (i) any Borrower Party shall commence a voluntary case concerning itself under Title 11 of the event:United States Code (as amended, modified, succeeded or replaced, from time to time, the “Bankruptcy Code”); (aii) any Member Borrower Party shall file commence any other proceeding under any reorganization, arrangement, adjustment of debt, relief of creditors, dissolution, insolvency or similar law of any jurisdiction whether now or hereafter in effect relating to such Borrower Party, or shall dissolve or otherwise cease to exist; (iii) if a voluntary petition in bankruptcy receiver, liquidator or trustee shall be appointed for Borrower or Guarantor or if Borrower or Guarantor shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolutioninsolvent, or similar relief if any petition for itself under the present bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any future Federal bankruptcy code similar federal or state law, shall be filed by or against, consented to, or acquiesced in by any Borrower Party, or if any proceeding for the dissolution or liquidation of Borrower or Guarantor shall be instituted, or if Borrower or Guarantor is substantively consolidated with any other present Person; provided, however, if such appointment, adjudication, petition, proceeding or future applicable Federalconsolidation was involuntary and not consented to, stateacquiesced in by or solicited by any Borrower Party, such Event of Default shall be deemed cured and no longer continuing if such proceeding is discharged, stayed or other statute dismissed within ninety (90) days of commencement of the same; (iv) any Borrower Party is adjudicated insolvent or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the bankrupt; (v) any Borrower Party suffers appointment of any trustee, receiver, conservator custodian or liquidator the like for it or for any substantial portion of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for property and such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment continues unchanged or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive) from the date after commencement of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); orappointment; (cvi) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Borrower Party makes a general assignment for the benefit of creditors or take creditors; or (vii) any other similar Borrower Party takes any action for the protection purpose of effecting any of the foregoing. For purposes of an Event of Default under subsections 7.1(d)(i), (ii), and (iv)-(vii) only, Borrower Party shall not include Initial Approved Property Manager or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution Approved Property Manager that is an Affiliate of the Company and such electing Member shall be the Liquidating MemberBorrower or Guarantor.

Bankruptcy, etc. In the event: MXE shall be involved in financial difficulties as evidenced by: (a) any Member shall file its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect, or by its authorizing, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case; (b) the commencement of an involuntary case under said Title 11 and such case is not dismissed within 45 days; (c) its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to, or acquiescing in bankruptcy the relief therein sought or shall provided, or by failing to controvert timely the material allegations of any such petition; (d) the entry of an order for relief in any involuntary case commenced under said Title 11; (e) its seeking relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction, whether within or without the United States of America, relating to the insolvency, liquidation, or reorganization of debtors or the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such relief or any involuntary case or petition filed or made therefor (including without limitation making or seeking to make any arrangement or composition with its creditors, seeking any order or arrangement for rehabilitation or for the appointment of any receiver, administrative receiver, administrator, trustee, or person performing similar functions, or instituting supervisory proceedings or proceedings for court administration or similar proceedings in any jurisdiction); (f) the commencement of any involuntary case or proceeding of the nature referred to in (e) above and such case is not dismissed within 45 days; (g) the passing of any resolution by its members, shareholders, partners, or other controllers to effect, approve or seek its winding up, dissolution or liquidation; (h) the entry of any order by a court, tribunal, or other authority of competent jurisdiction finding it to be adjudicated a bankrupt or seek any reorganizationinsolvent, arrangementordering or approving its liquidation, composition, readjustment, liquidationwinding up, dissolution, or similar relief for itself under the present reorganization or any future Federal bankruptcy code modification or any other present alteration of the rights of its creditors, or future applicable Federalassuming custody of, stateor appointing a receiver, administrator, administrative receiver, trustee, custodian, or other statute person performing similar functions for all, or law relative a substantial part, of its property or business; (i) its making an assignment for the benefit of, or entering into a composition or other arrangement with, its creditors, or appointing or consenting to bankruptcythe appointment of a receiver, insolvencyadministrator, administrative receiver, trustee, custodian, or other relief person performing similar functions for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any a substantial part of said Member’s its property or business; or (j) its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit admission in writing of its inability to pay its debts as they maturebecome due; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.

Bankruptcy, etc. In (i) Lessee consents to the event: (a) any Member shall file appointment of a custodian, receiver, trustee or liquidator of itself or all or a substantial part of its property or its consolidated property, or Lessee admits in writing its inability to, or is unable to, or does not, pay its debts generally as they come due, or makes a general assignment for the benefit of creditors, or Lessee files a voluntary petition in bankruptcy or shall be adjudicated voluntary petition seeking reorganization in a bankrupt proceeding under any bankruptcy or seek insolvency laws (as now or hereafter in effect), or an answer admitting the material allegations of a petition filed against Lessee in any reorganizationsuch proceeding, arrangementor Lessee by voluntary petition, answer or consent seeks relief under the provisions of any other bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of debtors, or provides for an agreement, composition, readjustment, liquidation, dissolutionextension or adjustment with its creditors, or similar relief for itself under the present any board of directors or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce shareholder action is taken by Lessee in the appointment furtherance of any trusteeof the foregoing, receiver, conservator whether or liquidator of said Member not the same is fully effected or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)accomplished; or (bii) An order, judgement or decree is entered by any court appointing, without the consent of Lessee, a custodian, receiver, trustee or liquidator of or sequestering any substantial part of Lessee's property, and any such order, judgement or decree of appointment or sequestration remains in effect, undismissed, unstayed or unvacated for a period of 90 days after the date of entry thereof or at any time an order for relief is granted; or (iii) An involuntary petition against Lessee or other proceeding under the United States Federal Bankruptcy laws or other insolvency laws (as now or hereafter in effect) is filed and is not withdrawn or dismissed within 90 days thereafter or at any time an order for relief is granted in such proceeding, or if, under the provisions of any law providing for reorganisation or winding-up of debtors which may apply to Lessee, any court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvencyassumes jurisdiction over, or other relief for debtorscustody or control of, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member Lessee or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member Lessee's property, and such appointment shall remain unvacated and jurisdiction, custody or control remains in effect, unrelinquished, unstayed or unterminated for a period of 90 days or at any time an aggregate of ninety (90) days (whether or not consecutive)order for relief is granted in such proceeding; or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Company, any of its Material Subsidiaries or any other Credit Party (the Company and each of such other persons, each a "Principal Party") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "conservator") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed any such proceeding is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors creditors; or (x) any corporate (or take similar organizational) action is taken by any other similar action Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Borrower, or any of its Subsidiaries which, alone or when combined or consolidated with any other Subsidiary which itself is the subject of a case or proceeding referred to below, would be a Material Subsidiary (the Borrower and each of such other Persons, each a "PRINCIPAL PARTY") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "BANKRUPTCY CODE"); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "CONSERVATOR") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed any such proceeding is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such Person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors creditors; or (x) any corporate (or take similar organizational) action is taken by any other similar action Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In the event: (a) any Member either both the Boston Properties Members or both Ceppeto Members shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member Member(s) or its interest in the Company (the term “"acquiesce” " includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty twenty (6020) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member either both Boston Properties Members or both Ceppeto Members seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member Member(s) shall acquiesce in the entry for such order, judgment or decree (the term “"acquiesce” " includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten twenty (1020) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member Member(s) or of all or any substantial part of said Member’s 's property or its interest in the Company shall be appointed without the consent or acquiescence of said Member Member(s) and such appointment shall remain unvacated and unstayed for an aggregate of ninety sixty (9060) days (whether or not consecutive); or (c) any Member either both Boston Properties Members or both Ceppeto Members shall admit in writing its inability to pay its debts generally as they mature; or (d) any Member either both Boston Properties Members or both Ceppeto Members shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member either both Boston Properties Members or both Ceppeto Members shall make an a general assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election of any other Member, shall cause the dissolution of the Company and such electing Member the other Members shall be the Liquidating Member.

Bankruptcy, etc. In the event: (a) any Member Borrower shall file commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against Borrower under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, and relief is ordered against Borrower or the petition is controverted but is not dismissed within ninety (90) days after the commencement of such case; or the written admission of inability of Borrower to pay its debts as they become due; or a trustee (as defined in bankruptcy the Bankruptcy Code) is appointed for, or shall be adjudicated a bankrupt takes charge of, all or seek substantially all of the property of Borrower; or Borrower commences any other proceeding under any reorganization, arrangement, compositionreadjustment of debt, readjustment, liquidationrelief of debtors, dissolution, insolvency or liquidation or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law effect relating to bankruptcy, insolvency, Borrower; or other relief there is commenced against Borrower any such proceeding which remains undismissed for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate period of ninety (90) days (whether or not consecutive) from Borrower fails to controvert in a timely manner any such case under the date of entry thereof, Bankruptcy Code or any trusteesuch proceeding; or any order of relief or other order approving any such case or proceeding is entered; or Borrower by any act or failure to act indicates its consent to, receiver, conservator approval of or liquidator acquiescence in any such case or proceeding or in the appointment of said Member any custodian or of all the like for it or any substantial part of said Member’s its property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and suffers any such appointment shall remain unvacated and to continue undischarged or unstayed for an aggregate a period of ninety (90) days (whether days; or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Borrower makes a general assignment for the benefit of creditors creditors; or take any other similar action is taken by Borrower for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Memberforegoing.

Bankruptcy, etc. In the event: (a) A. any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty ten (6010) days after the appointment); or (b) B. a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety sixty (9060) days (whether or not consecutive); or (c) C. any Member shall admit in writing its inability to pay its debts as they mature; or (d) D. any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) E. any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then then, any such event shall, at the election of any other Member, shall cause the dissolution of the Company and such electing the other Member shall be the Liquidating Member.

Bankruptcy, etc. In the eventevent that: (a) any Member either Venturer shall file a voluntary petition in a bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangementrearrangement, composition, readjustment, liquidation, dissolution, dissolution or similar relief for itself under the present or any future Federal bankruptcy code act or any other present or future applicable Federal, state, state or other statute or law relative to bankruptcy, insolvency, insolvency or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member Venturer or its interest in the Company Venture (the term “"acquiesce” " includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty twenty (6020) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member either Venturer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code act or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, insolvency or other relief for debtors, and said Member Venturer shall acquiesce in the entry for such order, judgment or decree (the term “"acquiesce” " includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) 20 days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) 90 days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member Venturer, or of all or any substantial part of said Member’s property Venturer's properly or its interest in the Company Venture shall be appointed without the consent or acquiescence of said Member Venturer and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) 60 days (whether or not consecutive); or (c) any Member either Venturer shall admit in writing its inability to pay its debts as they mature; or (d) any Member either Venturer shall give notice to any governmental body of insolvency, insolvency or pending insolvency, or suspension or pending suspension of operations; or; (e) any Member either Venturer shall make an a general assignment for the benefit of its creditors or take any other similar action for the protection or benefit of creditors; then such event shall, at the election option of any the other MemberVenturer, cause the a dissolution of the Company Venture and such electing Member other Venturer shall be the Liquidating MemberVenturer. Such other Venturer shall have 60 days after it receives notice of an event described in this Section to exercise its option to dissolve the Venture.

Bankruptcy, etc. In the event: (a) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty ten (6010) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of said Member’s property or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety sixty (9060) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; then then, any such event shall, at the election of any other Member, shall cause the dissolution of the Company and such electing the other Member shall be the Liquidating Member.

Bankruptcy, etc. In any of the eventfollowing shall occur: (ai) the Borrower, or any of its Subsidiaries which, alone or when combined or consolidated with any other Subsidiary which itself is the subject of a case or proceeding referred to below, would be a Material Subsidiary (the Borrower and each of such other persons, each a "PRINCIPAL PARTY") shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "BANKRUPTCY CODE"); or (ii) an involuntary case is commenced against any Principal Party under the Bankruptcy Code and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or (iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of any Principal Party; or (iv) any Member shall file Principal Party commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a voluntary petition in bankruptcy rehabilitator, receiver, custodian, trustee, conservator or shall be adjudicated liquidator (collectively, a bankrupt "CONSERVATOR") of itself or seek all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, compositionadjustment of debt, readjustmentrelief of debtors, dissolution, insolvency, liquidation, dissolutionrehabilitation, conservatorship or similar relief for itself under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator jurisdiction whether now or liquidator of said Member or its interest hereafter in the Company (the term “acquiesce” includes but is not limited effect relating to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment)Principal Party; or (bv) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed any such proceeding is commenced against any Member seeking Principal Party to the extent such proceeding is consented by such person or remains undismissed for a period of 60 days; or (vi) any reorganization, arrangement, composition, readjustment, liquidation, dissolution Principal Party is adjudicated insolvent or similar bankrupt; or (vii) any order of relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute order approving any such case or law relating to bankruptcy, insolvency, or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment or decree proceeding is entered; or (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10viii) days after the entry any Principal Party suffers any appointment of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all the like for it or any substantial part of said Member’s its property which continues undischarged or its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate a period of ninety (90) days (whether or not consecutive)60 days; or (cix) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member shall make an Principal Party makes a general assignment for the benefit of creditors creditors; or (x) any corporate (or take similar organizational) action is taken by any other similar action Principal Party for the protection or benefit purpose of creditors; then such event shall, at the election of effecting any other Member, cause the dissolution of the Company and such electing Member shall be the Liquidating Member.foregoing; or

Bankruptcy, etc. In (i) If the event: (a) any Member shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or seek any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the present Borrower or any future Federal bankruptcy code of its Restricted Subsidiaries shall commence any case, proceeding or other action (A) under any other present existing or future applicable Federal, state, or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trusteejurisdiction, receiverdomestic or foreign, conservator or liquidator of said Member or its interest in the Company (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within sixty (60) days after the appointment); or (b) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against any Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief for debtors, and said Member shall acquiesce in the entry for such order, judgment with respect to it or decree (the term “acquiesce” includes but is not limited to the failure to file a petition or motion to vacate or discharge such order, judgment or decree within ten (10) days after the entry of the order, judgment or decree) or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive) from the date of entry thereofits debts, or any (B) seeking appointment of a receiver, trustee, receivercustodian, conservator or liquidator of said Member other similar official for it or of for all or any substantial part of said Member’s property its assets, the Borrower or any of its interest in the Company shall be appointed without the consent or acquiescence of said Member and such appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); or (c) any Member shall admit in writing its inability to pay its debts as they mature; or (d) any Member shall give notice to any governmental body of insolvency, or pending insolvency, or suspension or pending suspension of operations; or (e) any Member Restricted Subsidiaries shall make an a general assignment for the benefit of creditors its creditors; or (ii) there shall be commenced against the Borrower or any of its Restricted Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of forty-five (45) days; or (iii) there shall be commenced against the Borrower or any of its Restricted Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within forty-five (45) days from the entry thereof, or (iv) the Borrower or any of its Restricted Subsidiaries shall take any other similar action for the protection in furtherance of, or benefit of creditors; then such event shallindicating its consent to, at the election of approval of, or acquiescence in, any other Member, cause the dissolution of the Company and such electing Member shall be acts set forth in clause (i) (ii) or (iii) above; or (v) the Liquidating Member.Borrower or any of its Restricted