Common use of Bankruptcy, Insolvency, etc Clause in Contracts

Bankruptcy, Insolvency, etc. The Company or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (a) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that the property Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for 30 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries or any other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent consent, acquiescence or acquiescenceassignment, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agents, the Documentation Agent, the Arranger, the Issuer and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agents, the Documentation Agent, the Arranger, the Issuer and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action (partnership, corporate or the Company or any Significant Subsidiary takes any corporate action to authorizeotherwise) authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any of its Subsidiaries (other than a Receivables Subsidiary) or any Significant Subsidiary becomes other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not discharged be discharged, stayed, vacated or bonded pending appeal within 60 days; provided that, the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, undischarged, unstayed or unbonded pending appeal; provided that, the Borrower, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Restricted Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Restricted Subsidiaries or a material any substantial portion of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Restricted Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Restricted Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower and each Restricted Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. (i) The Company Borrower or any Significant Material Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (ii) there shall be commenced by or the Company against any such Person any case, proceeding or other action (A) under any Significant Subsidiary applies forexisting or future law of any jurisdiction, consents todomestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or acquiesces in the seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, liquidatorcustodian, examinerrehabilitator, receiver conservator, supervisor, liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) similar official for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof and is not discharged within 60 days; all or any warrant of attachment or similar legal process is issued against any substantial part of its assets, in each case which (1) results in the property entry of the Company an order for relief or any such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 90 days; or (iii) there shall be commenced against any such Person 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 Significant Subsidiaries assets which is results in the entry of an order for any such relief which shall not released have been vacated, discharged, or stayed or bonded pending appeal within 60 90 days of servicefrom the entry thereof; or (iv) any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under of such Persons shall take any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.acts set forth in clause (ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons; or

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. (i) The Company Borrower or any Significant Material Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (ii) there shall be commenced by or the Company against any such Person any case, proceeding or other action (A) under any Significant Subsidiary applies forexisting or future Law of any jurisdiction, consents todomestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or acquiesces in the seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, liquidatorcustodian, examinerrehabilitator, receiver conservator, supervisor, liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) similar official for the Company it or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company all or any Significant Subsidiary or for a substantial part of its assets, in each case which (1) results in the property entry of an order for relief or any thereof and is not discharged within such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 60 days; or (iii) there shall be commenced against any such Person any case, proceeding or other action seeking issuance of a warrant of attachment attachment, execution, distraint or similar legal process is issued against all or any substantial part of its assets which results in the property entry of the Company an order for any such relief which shall not have been vacated, discharged, or any of its Significant Subsidiaries which is not released stayed or bonded pending appeal within 60 days of servicefrom the entry thereof; or (iv) any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under of such Persons shall take any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause (ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries shall: (i) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided, that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Lender to appear in any court conducting any relevant proceeding during such sixty (60) day period to preserve, protect and defend its rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed; provided, that the Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Lender to appear in any court conducting any such case or proceeding during such sixty (60) day period to preserve, protect and defend its rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Any Loan Party or any Significant Subsidiary becomes of any Loan Party shall: (i) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, its debts as they become due; due and in particular a German Loan Party is unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of section 17 InsO or is over indebted within the Company or any Significant Subsidiary applies meaning of section 19 InsO, in each case, other than solely as a result of its balance sheet liabilities exceeding its balance sheet assets; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, receiver, administrator, liquidator, examineradministrative receiver, receiver compulsory manager, sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the assets or other property thereofof any such Person, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescenceacquiesce to or permit or suffer to exist, the appointment of a trustee, receiver, administrator, liquidator, examineradministrative receiver, receiver compulsory manager, sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, administrator, liquidator, administrative receiver, compulsory manager, sequestrator or other custodian shall not be discharged within 60 days; provided, that each Loan Party hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend such Secured Party’s rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding or action under the Bankruptcy Code or any other bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company such Person, such case or such Significant Subsidiary it is proceeding shall be consented to or acquiesced to by such Person or shall result in by the Company entry of an order for relief or such Significant Subsidiary or remains shall remain undismissed for 60 days undismisseddays; provided, that each Loan Party hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend such Secured Party’s rights under the Company Loan Documents; (v) permit or suffer to exist any other Insolvency Proceeding in respect of such Loan Party or any Significant Subsidiary takes of any corporate Loan Party that is not an Immaterial Subsidiary; or (vi) take any action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company (i) Parent or any Significant Subsidiary the Borrower becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (ii) there shall be commenced by or the Company against any of such Persons any case, proceeding or other action (A) under any Significant Subsidiary applies forexisting or future law of any jurisdiction, consents todomestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or acquiesces in the seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, liquidatorcustodian, examinerrehabilitator, receiver conservator, supervisor, liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) similar official for the Company it or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company all or any Significant Subsidiary or for a substantial part of its assets, in each case which (1) results in the property entry of an order for relief or any thereof and is not discharged within such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 60 days; or (iii) there shall be commenced against any of such Persons any case, proceeding or other action seeking issuance of a warrant of attachment attachment, execution, distraint or similar legal process is issued against all or any substantial part of its assets which results in the property entry of the Company an order for any such relief which shall not have been vacated, discharged, or any of its Significant Subsidiaries which is not released stayed or bonded pending appeal within 60 days of servicefrom the entry thereof; or (iv) any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under of such Persons shall take any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause(ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries or any other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent consent, acquiescence or acquiescenceassignment, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agents, the Issuer and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agents, the Issuer and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action (corporate or the Company or any Significant Subsidiary takes any corporate action to authorizeotherwise) authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Restricted Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Restricted Subsidiaries or a material any substantial portion of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Restricted Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, each Restricted Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Restricted Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Restricted Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company (i) Holdings, the Borrower, any of their respective Subsidiaries or any Significant Subsidiary becomes insolvent other Obligor shall (which term shall include A) commence any form case, proceeding or other action under any existing or future law of creditor protection and moratoriumany jurisdiction, including bankruptcy 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 insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (faillissementB) and suspension of payments (surseance van betaling) under Dutch law and apply for, consent to or acquiesce in the serving appointment of a notice pursuant receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (C) make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor any case, proceeding or other action of a nature referred to section 36 in clause (i) (A) above or Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor shall permit or suffer to exist the Dutch Tax Collection Act appointment of a receiver, trustee, custodian, conservator or other official described in clause (Invorderingswet)i)(B) above that, in either case, (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days or (C) is consented to or acquiesced in by Holdings, the Borrower, such Subsidiary or such other Obligor; or (iii) there shall be commenced against Holdings, the Borrower or any of their respective Subsidiaries or any other Obligor 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, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings, the Borrower, any of their respective Subsidiaries or any other Obligor shall become insolvent or generally fails fail to pay, or admits shall admit in writing its inability or refusal unwillingness generally to pay, its debts as they become due; or (v) Holdings, the Company Borrower, any of their respective Subsidiaries or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or Obligor shall take any Significant Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, authorizing or in furtherance of, any of the foregoingacts described in clause (i), (ii), (iii) or (iv) above.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that in the property case of such an event in respect of the Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for 30 days undismissed, provided that the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any of its Material Subsidiaries or any Significant Subsidiary becomes other Obligor shall: (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, that the Borrower, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Company, any of its Material Subsidiaries or any Significant Subsidiary becomes other Obligor shall: (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, that the Company, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not not-commenced by the Company Company, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Company, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, that the Company, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any of its Significant Subsidiary becomes Subsidiaries or any other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such any of its Significant Subsidiary Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any of its Significant Subsidiary Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower, each Significant Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any of its Significant SubsidiarySubsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed; or , provided that the Company or any Borrower, each Significant Subsidiary takes and each other Obligor hereby expressly authorizes the Agent and each Lender to appear in any corporate court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action to authorize, or in furtherance of, authorizing any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of , provided that the property of the Company or any Borrower, for itself and each of its Significant Subsidiaries which is not released within 60 days Subsidiaries, hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, for itself and each of its Subsidiaries, hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswetor any of the Borrower’s other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect), or, in the case of clause (ii) or below, the Borrower only, shall: (i) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; due or the Company permit (ii) enter into a binding settlement with all, or any Significant Subsidiary applies which is enforceable against each, of its creditors with respect to its Indebtedness; (iii) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (iv) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 thirty (30) days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such thirty (30)-day period to preserve, protect and defend their respective rights under the Finance Documents; (v) permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganizationreorganisation, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for thirty (30) days undismissed, provided that the Borrower hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such thirty (30)-day period to preserve, protect and defend their respective rights under the Finance Documents; or the Company or any Significant Subsidiary takes or (vi) take any corporate action to authorizeauthorising, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant of its Subsidiaries (other than any Immaterial Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and or the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)Designated Subsidiary) or any other Obligor shall (a) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower or each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent, the Issuer and each Lender to appear in any warrant court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent, the Issuer and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action (corporate or the Company or any Significant Subsidiary takes any corporate action to authorizeotherwise) authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries or any other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries that are Principal Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or any of such Significant Subsidiary Subsidiaries or a material portion substantial part of the any property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of such Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower and each such Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Guarantor, the Borrower or any Significant Subsidiary becomes of their Restricted Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Guarantor, the Borrower or such Significant Subsidiary any of their Restricted Subsidiaries or a material any substantial portion of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Guarantor, the Borrower or any Significant Subsidiary of their Restricted Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Guarantor, the Borrower and each Restricted Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Guarantor, the Borrower or any Significant Subsidiaryof their Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Company Guarantor, the Borrower or such Significant Subsidiary it is Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Guarantor, the Borrower or such Significant Subsidiary Restricted Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Guarantor, the Borrower and each Restricted Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any of the Material Guarantors or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswetor any of the Borrower’s other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect), or, in the case of clause (ii) or below, the Borrower only, shall: (i) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; due or the Company permit (ii) enter into a binding settlement with all, or any Significant Subsidiary applies which is enforceable against each, of its creditors with respect to its Indebtedness; (iii) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (iv) in the absence of such application, consent or acquiescence, suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; , provided that in the case of such an event in respect of the Borrower or any warrant Material Guarantor, such Person hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such sixty (60)-day period to preserve, protect and defend their respective rights under the Finance Documents; (v) suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganizationreorganisation, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower, any Material Guarantor or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower, such Material Guarantor or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Material Guarantor or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed, provided that the Borrower and each Material Guarantor hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60)-day period to preserve, protect and defend their respective rights under the Finance Documents; or the Company or any Significant Subsidiary takes or (vi) take any corporate action to authorizeauthorising, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company (i) Any Loan Party or any Significant Material Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (ii) there shall be commenced by or the Company against any such Person any case, proceeding or other action (A) under any Significant Subsidiary applies forexisting or future Law of any jurisdiction, consents todomestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or acquiesces in the seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, liquidatorcustodian, examinerrehabilitator, receiver conservator, supervisor, liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) similar official for the Company it or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company all or any Significant Subsidiary or for a substantial part of its assets, in each case which (1) results in the property entry of an order for relief or any thereof and is not discharged within such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 60 days; or (iii) there shall be commenced against any such Person any case, proceeding or other action seeking issuance of a warrant of attachment attachment, execution, distraint or similar legal process is issued against all or any substantial part of its assets which results in the property entry of the Company an order for any such relief which shall not have been vacated, discharged, or any of its Significant Subsidiaries which is not released stayed or bonded pending appeal within 60 days of servicefrom the entry thereof; or (iv) any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under of such Persons shall take any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause (ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons.

Bankruptcy, Insolvency, etc. The Company or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment (including a “beslag”) or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any of its Restricted Subsidiaries, any other Significant Subsidiary (other than any member of the SureBeam Group) or any Significant Subsidiary becomes other Obligor shall (i) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or provided that the Borrower, each Subsidiary (other than any warrant of attachment or similar legal process is issued against any substantial part member of the property SureBeam Group) and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60‑day period to preserve, protect and defend their rights under the Loan Documents; (iv) permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower, any Subsidiary (other than any member of the SureBeam Group) or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower, each Subsidiary (other than any member of the SureBeam Group) and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60‑day period to preserve, protect and defend their rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice except as permitted pursuant to section 36 Section 8.7) any of the Dutch Tax Collection Act Subsidiaries shall (Invorderingswet)i) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part provided that, each of the property Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend its rights under the Loan Documents; (iv) permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower or any Subsidiary, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that, each of the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice except as permitted pursuant to section 36 Section 8.7) any of the Dutch Tax Collection Act Subsidiaries shall: (Invorderingswet)i) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend its rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower or any Subsidiary, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. (i) The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (ii) there shall be commenced by or the Company against any such Person any case, proceeding or other action (A) under any Significant Subsidiary applies forexisting or future law of any jurisdiction, consents todomestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or acquiesces in the seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, liquidatorcustodian, examinerrehabilitator, receiver conservator, supervisor, liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) similar official for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof and is not discharged within 60 days; all or any warrant of attachment or similar legal process is issued against any substantial part of its assets, in each case which (1) results in the property entry of the Company an order for relief or any such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 60 days; (iii) there shall be commenced against any such Person any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distrait or similar process against all or any substantial part of its Significant Subsidiaries assets which is results in the entry of an order for any such relief which shall not released have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv) any of service; or such Persons shall take any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.acts set forth in clause (ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons; or

Bankruptcy, Insolvency, etc. The Company Any Borrower, any of its Subsidiaries or any Significant Subsidiary becomes other Obligor shall: (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, each Borrower, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company any Borrower, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company such Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that, each Borrower, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents (subject to the Liens permitted under Section 7.2.3); or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Any Borrower or any Significant Material Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Company any Borrower or any Significant Material Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company such Borrower or such Significant Material Subsidiary or a material portion of the any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company any Borrower or any Significant Material Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except other than, in the voluntary dissolutioncase of any Material Subsidiary that is not a Borrower, not under any bankruptcy a dissolution or insolvency law, of a Significant Subsidiaryliquidation permitted by Section 6.04(a)(v)), is commenced in respect of the Company any Borrower or any Significant Material Subsidiary, and, and if such case or proceeding is not commenced by the Company such Borrower or such Significant Subsidiary Material Subsidiary, it is consented to or acquiesced in by the Company such Borrower or such Significant Subsidiary Material Subsidiary, or remains for 60 days undismissed; or the Company any Borrower or any Significant Material Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing; then, and in every such event (other than an event with respect to the Company described in paragraph (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of (i) prior to the end of the Delayed Draw Certain Funds Period, (x) in the case of any Event of Default under Section 7.01(a) (with respect to the Delayed Draw Term Facility only) or 7.01(i) (with respect to the Company only) or any Event of Default under Section 7.01(c)(i) arising from any failure by the Company or any Subsidiary to observe or perform the covenants set forth in Section 6.04(a) or 6.04(b), the Required Lenders or (y) in the case of any other Event of Default, the Majority in Interest of the Revolving Lenders and the Refinancing Term Lenders (taken together as one Class for purposes of this clause (y)) or (ii) after the end of the Delayed Draw Certain Funds Period, the Required Lenders shall, by notice to the Company, take any or all of the following actions, at the same or different times: (A) terminate the Revolving Commitments and, subject to Section 7.02, the Delayed Draw Term Commitments, and thereupon the Revolving Commitments and/or the Delayed Draw Term Commitments shall terminate immediately, (B) declare the Loans then outstanding to be due and payable in whole (or in part (but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding), in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Company and each Borrowing Subsidiary hereunder, shall become due and payable immediately, and (C) require the deposit of cash collateral in respect of LC Exposure as provided in Section 2.20(n), in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and each Borrowing Subsidiary to the extent permitted by applicable law; and in the case of any event with respect to the Company described in paragraph (i) of this Section, the Revolving Commitments and the Delayed Draw Term Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Company and each Borrowing Subsidiary hereunder, shall immediately and automatically become due and payable and the deposit of such cash collateral in respect of LC Exposure shall immediately and automatically become due, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and each Borrowing Subsidiary to the extent permitted by applicable law.

Bankruptcy, Insolvency, etc. The Company Any Borrower, any Subsidiary (which, either singly is or any in the aggregate, would be a Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)Subsidiary) or Parent shall (a) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that each Borrower, each such Subsidiary and Parent hereby expressly authorizes each Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under this Agreement and the other Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company any Borrower, any such Subsidiary or Parent, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company or such Significant Borrower, such Subsidiary or remains Parent, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that each Borrower, each Subsidiary and Parent hereby expressly authorizes each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its --------------------------- Subsidiaries or any other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or commence any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, moratorium including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 laws of the Dutch Tax Collection Act (Invorderingswet)Netherlands) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy an insolvency under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice except as permitted pursuant to section 36 Section 8.7) any of the Dutch Tax Collection Act Subsidiaries shall: (Invorderingswet)i) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower and each Subsidiary hereby expressly authorizes the Administrative Agent and the Lenders to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend its rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivershipinsolvency, reorganization, debt arrangement, arrangement (including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors) or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof (each, an “Insolvency Event”), and, if any such case or proceeding is not commenced by the Company Borrower or any Subsidiary, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Subsidiary hereby expressly authorizes the Administrative Agent and the Lenders to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries or any other Obligor or any of its Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any of the property its Subsidiaries or any Property of any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or any other Obligor or any of its Subsidiaries, or for a substantial part of the property Property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor or any of its Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor or a Subsidiary of such Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or its Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary and each other Obligor and its Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) shall: (a) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that the property Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for 30 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower xxxxxx expressly authorizes the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company or any Significant Subsidiary becomes insolvent Borrower shall: (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissementi) and suspension of payments (surseance van betalingbecome “insolvent” as defined by Section 101(32) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or United States Bankruptcy Code, 11 U.S.C. §101(32)or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, that the Borrower hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60 day period to preserve, protect and defend their rights under the Credit Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower, such case or such Significant Subsidiary it is proceeding shall be consented to or acquiesced in by the Company Borrower, or such Significant Subsidiary shall result in the entry of an order for relief or remains shall remain for 60 days undismissed; provided, that the Borrower hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60 day period to preserve, protect and defend their rights under the Company or Credit Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any of its Subsidiaries, or any Significant Subsidiary becomes other Obligor, shall: (a) be liquidated or become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries, or a material portion any other Obligor, or any Property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries, or any other Obligor, or for a substantial part of the property Property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; , provided that the Borrower, its Subsidiaries, and the other Obligors hereby expressly authorizes each Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, liquidation, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except proceeding, with respect to the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries, or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such other Obligor, such case or proceeding or winding up shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed, provided that each Obligor and each Subsidiary hereby expressly authorizes each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company (a) Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form or is unable to pay its debts as they mature; or makes an assignment for the benefit of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, creditors or admits in writing its inability or refusal to pay, pay its debts as they become duemature; or suspends transaction of its usual business; or if a trustee of any substantial part of the Company assets of Borrower or any Significant Subsidiary is applied for or appointed, and if appointed in a proceeding brought against Borrower or any Subsidiary, Borrower or any Subsidiary by any action or failure to act indicates its approval of, consent to, or acquiescence in such appointment, or within 60 days after such appointment, such appointment is not vacated or stayed on appeal or otherwise, or shall not otherwise have ceased to continue in effect. (b) Any proceedings involving Borrower or any Subsidiary are commenced by or against Borrower or the Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government and, if such proceedings are instituted against Borrower or any Subsidiary, Borrower or any Subsidiary by any action or failure to act indicates its approval of, consent to or acquiescence therein, or an order shall be entered approving the petition in such proceedings and within 60 days after the entry thereof such order is not vacated or stayed on appeal or otherwise, or shall not otherwise have ceased to continue in effect. (c) Borrower applies for, consents to, to or acquiesces in the appointment of a trustee, liquidatorreceiver, examiner, receiver conservator or other custodian (including a “curator” in a bankruptcy liquidator for itself under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Chapter 7 or such Significant Subsidiary or a material portion Chapter 11 of the property thereofBankruptcy Code (the “Code Provisions”), or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examinerconservator, receiver or other custodian liquidator is appointed for Borrower under the Company or any Significant Subsidiary or for a substantial part of the property of any thereof Code Provisions, and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; , or any bankruptcy, examinership, receivership, reorganization, debt arrangementarrangement or other proceeding or any dissolution, liquidation, or other case conservatorship proceeding is instituted by or proceeding against Borrower under any bankruptcy or insolvency lawthe Code Provisions, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary)and if instituted against Borrower, is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary it or remains for 60 30 days undismissed; , or the Company if Borrower is enjoined, restrained or in any way prevented from conducting all or any Significant material part of its business under the Code Provisions. (d) Any Subsidiary takes any corporate action applies for, consents to authorizeor acquiesces in the appointment of a receiver for itself, or in furtherance ofthe absence of such application, any of consent or acquiescence, a receiver is appointed for the foregoingSubsidiary, and is not discharged within 60 days.

Bankruptcy, Insolvency, etc. The Company WWI or any Significant of its Subsidiaries (other than any Immaterial Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and or the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)Designated Subsidiary) or any other Obligor shall (a) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for WWI or any of payment (surseance van betaling) under Dutch law) for the Company its Subsidiaries or such Significant Subsidiary any other Obligor or a material portion any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company WWI or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that WWI or each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent, the Issuer and each Lender to appear in any warrant court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company WWI or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company WWI or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company WWI or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that WWI, each Subsidiary and each other Obligor hereby expressly authorizes the Administrative Agent, the Issuer and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action (corporate or the Company or any Significant Subsidiary takes any corporate action to authorizeotherwise) authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (a) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company (a) In the event of an insolvency, bankruptcy, receivership, liquidation, reorganization or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant other similar proceedings relative to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents toto its assets, or acquiesces in the appointment event of a trusteeany proceedings for voluntary liquidation, liquidator, examiner, receiver dissolution or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion winding up of the property thereofCompany, whether or makes a general assignment for not involving insolvency or bankruptcy (any such proceeding referenced above being referred to herein as an “Insolvency Proceeding”), so long as any Senior Indebtedness is outstanding and has not been Paid in Full, the benefit Senior Lender shall be entitled in any such Insolvency Proceedings to receive Payment in Full in cash of creditors; or, all Senior Indebtedness before the Subordinated Creditor is entitled in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or Insolvency Proceedings to receive any Significant Subsidiary or for a substantial part payment on account of the property Subordinated Indebtedness, other than any payment consisting solely of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property securities of the Company issued in connection with an Insolvency Proceeding, the payment of which securities is junior or otherwise subordinated, at least to the same extent provided in this Agreement, to the payment of any and all of its Significant Subsidiaries the Senior Indebtedness (collectively, “Subordinated Securities”), and to that end in any such Insolvency Proceedings, so long as any Senior Indebtedness remains outstanding, any payment or distribution of any kind or character, whether in cash or in other property (other than Subordinated Securities), to which is not released within 60 days the Subordinated Creditor would be entitled on account of service; the Subordinated Indebtedness but for the provisions hereof, shall be delivered to the Senior Lender to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. (b) Upon the commencement of an Insolvency Proceeding, the Subordinated Creditor shall be deemed, as security for the Senior Indebtedness and in order to effectuate the subordination set forth above, to have assigned the Subordinated Indebtedness to the Senior Lender and granted to the Senior Lender as of the date of the commencement of such Insolvency Proceeding the right to collect all payments and distributions of any bankruptcykind and description (other than Subordinated Securities), examinership, receivership, reorganization, debt arrangement, whether in cash or other case property, paid or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced payable in respect of any claims or demands of the Subordinated Creditor against the Company arising from the Subordinated Indebtedness. Upon the commencement of an Insolvency Proceeding, the Subordinated Creditor shall also be deemed to have granted to the Senior Lender the full right (but not the obligation), in its own name or in its name as attorney in fact for the Subordinated Creditor, to collect and enforce claims and demands of the Subordinated Creditor arising from the Subordinated Indebtedness by suit, proof of claim in bankruptcy or other liquidation, reorganization or Insolvency Proceedings or otherwise. The Subordinated Creditor by its execution of this Agreement also hereby grants to the Senior Lender the exclusive right to vote any and all claims of the Subordinated Creditor in any Insolvency Proceedings involving the Company with respect to the election of a trustee or similar official. The Subordinated Creditor shall be entitled to (i) vote any and all claims of the Subordinated Creditor in any such Insolvency Proceeding with respect to any proposed plan of reorganization of the Company, and (ii) object to any proposed plan of reorganization of the Company to which the Subordinated Creditor would have the right to object in any Insolvency Proceeding; provided that, in each case, the Subordinated Creditor will not be entitled to exercise any such right if the result thereof could reasonably be expected to materially and adversely affect the rights and remedies of the Senior Lender under this Agreement, the Loan Agreement or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; other Loan Document or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, any ability of the foregoingSenior Lender to exercise the same.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes or any Guarantor shall become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, debts as they become due; or the Company Borrower or any Significant Subsidiary applies or any Guarantor shall apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary or a material portion such Guarantor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is shall be appointed for the Company Borrower or any Significant Subsidiary or any Guarantor or for a substantial part of the property of any thereof and is not be discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is shall be commenced in respect of the Company Borrower or any Significant SubsidiarySubsidiary or any Guarantor, and, if such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is or such Guarantor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains such Guarantor or shall result in the entry of an order for relief or shall remain for 60 days undismissed; or the Company Borrower or any Significant Subsidiary takes or any Guarantor shall take any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that in the property case of such an event in respect of the Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for 30 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. (i) The Company or any Significant Subsidiary Borrower becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or (ii) the Company or any Significant Subsidiary Borrower applies for, consents to, or acquiesces in the appointment of of, a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) or similar Person for the Company Borrower or such Significant Subsidiary or a material portion any property of the property any thereof, or makes a general assignment for the benefit of creditors; or, or (iii) in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian or similar Person is appointed for the Company or any Significant Subsidiary Borrower or for a substantial part of the property of any thereof thereof, unless (A) the Borrower institutes appropriate proceedings to contest or discharge such appointment within 30 days and thereafter continuously and diligently prosecutes such proceedings and (B) such appointment is not in fact discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of servicesuch appointment; or (iv) any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant SubsidiaryBorrower, and, if unless (A) such case or proceeding is not commenced by the Company Borrower, (B) such case or such Significant Subsidiary it proceeding is not consented to or acquiesced in by the Company Borrower, (C) the Borrower institutes appropriate proceedings to dismiss such case or proceeding within 30 days and thereafter continuously and diligently prosecutes such Significant Subsidiary proceedings, and (D) such case or remains for proceeding is in fact dismissed within 60 days undismissedafter the commencement thereof; or (E) the Company or any Significant Subsidiary Borrower takes any corporate action to authorize, or in furtherance of, any of the foregoing; or (b) (i) there shall be commenced against any Insurance Subsidiary any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, 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, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, custodian, rehabilitator, conservator, supervisor, liquidator or other similar official for it or for all or any substantial part of its assets, in each case which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 60 days; or (ii) there shall be commenced against any of such 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 (iii) any of such Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause(b)(i) or (ii) above; or (iv) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Subsidiaries.

Bankruptcy, Insolvency, etc. (i) The Company Parent or any Significant Subsidiary the Borrower becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; (ii) there shall be commenced by or the Company against any of such Persons any case, proceeding or other action (A) under any Significant Subsidiary applies forexisting or future law of any jurisdiction, consents todomestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or acquiesces in the seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, liquidatorcustodian, examinerrehabilitator, receiver conservator, supervisor, liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) similar official for the Company it or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company all or any Significant Subsidiary or for a substantial part of its assets, in each case which (1) results in the property entry of an order for relief or any thereof and is not discharged within such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 60 days; or (iii) there shall be commenced against any of such Persons any case, proceeding or other action seeking issuance of a warrant of attachment attachment, execution, distraint or similar legal process is issued against all or any substantial part of its assets which results in the property entry of the Company an order for any such relief which shall not have been vacated, discharged, or any of its Significant Subsidiaries which is not released stayed or bonded pending appeal within 60 days of servicefrom the entry thereof; or (iv) any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under of such Persons shall take any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth in clause(ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons.

Bankruptcy, Insolvency, etc. The Company Borrower, any of the Material Guarantors or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of the Borrower’s other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (i) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; due or the Company permit (ii) enter into a binding settlement with all, or any Significant Subsidiary applies which is enforceable against each, of its creditors with respect to its Indebtedness; (iii) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (iv) in the absence of such application, consent or acquiescence, suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; , provided that in the case of such an event in respect of the Borrower or any warrant Material Guarantor, such Person hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such sixty (60)-day period to preserve, protect and defend their respective rights under the Finance Documents; (v) suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganizationreorganisation, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower, any Material Guarantor or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower, such Material Guarantor or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Material Guarantor or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed, provided that the Borrower and each Material Guarantor hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60)-day period to preserve, protect and defend their respective rights under the Finance Documents; or the Company or any Significant Subsidiary takes or (vi) take any corporate action to authorizeauthorising, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any of its Subsidiaries or any Significant Subsidiary becomes other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Borrower, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, any Restricted Subsidiary or any Significant Subsidiary becomes Obligor shall (a) be liquidated or become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Borrower, any Restricted Subsidiary or a material portion any Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower, any Restricted Subsidiary or any Significant Subsidiary Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, each Restricted Subsidiary and each Obligor hereby expressly authorizes the Administrative Agent, the Collateral Agent, the Issuer and each Bank to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, liquidation, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower, any Restricted Subsidiary or any Significant SubsidiaryObligor, and, if any such case or proceeding is not commenced by the Company Borrower, such Restricted Subsidiary or such Significant Subsidiary it is Obligor, such case or proceeding or winding up shall be consented to or acquiesced in by the Company Borrower, such Restricted Subsidiary or such Significant Subsidiary Obligor, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; , or the Company or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Either Borrower or any Significant Subsidiary becomes of its Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for either Borrower or any of payment (surseance van betaling) under Dutch law) for the Company its Subsidiaries or such Significant Subsidiary or a material portion any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company either Borrower or any Significant Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , PROVIDED that each Borrower, hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company either Borrower or any Significant Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Company either Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company either Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, PROVIDED that each Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (a) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes the Investment Manager shall: (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, debts Debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary the Investment Manager, as the case may be, or a material portion any property of the property thereofBorrower or the Investment Manager, as the case may be, in any bankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary the Investment Manager, as the case may be, or for a substantial part of the property of any thereof and is not discharged within 60 days; the Borrower or any warrant of attachment or similar legal process is issued against any substantial part of the property of Investment Manager, as the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or case may be, in any bankruptcy, examinershipreorganization, receivershipDebt arrangement or other case or proceeding under any bankruptcy or insolvency law, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiarythe Investment Manager, as the case may be, and, if such case or proceeding is not commenced by the Company Borrower or the Investment Manager, as the case may be, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary the Investment Manager, as the case may be, or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed; or the Company or or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice except as permitted pursuant to section 36 Section 8.7) any of the Dutch Tax Collection Act Subsidiaries shall (Invorderingswet)i) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend its rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower or any Subsidiary, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissedundismissed and unstayed; provided that, the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Any Borrower or any of its Significant Subsidiary Subsidiaries becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, its debts as they become due; or the Company any Borrower or any of its Significant Subsidiary Subsidiaries applies for, consents to, or acquiesces in the appointment of of, a trustee, liquidatorreceiver, examiner, interim receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for such Borrower or any of payment (surseance van betaling) under Dutch law) for the Company such Borrower’s Significant Subsidiaries or such Significant Subsidiary or a material portion of the any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company any Borrower or any of its Significant Subsidiary Subsidiaries or for a substantial part of the property of any thereof and is not discharged within 60 30 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy bankruptcy, reorganization, receivership, adjustment of debt, insolvency or insolvency other similar law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), Subsidiary of a Borrower) is commenced in respect of the Company any Borrower or any of its Significant SubsidiarySubsidiaries, and, if such case or proceeding is not commenced by the Company such Borrower or such Significant Subsidiary Subsidiary, it is consented to or acquiesced in by the Company such Borrower or such Significant Subsidiary or remains undismissed for 60 days undismissed30 days; or the Company any Borrower or any of its Significant Subsidiary Subsidiaries takes any corporate action to authorize, or in substantial furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Xxxx-Xxxxx, any of its Subsidiaries or any Significant Subsidiary becomes other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that Xxxx-Xxxxx, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Xxxx-Xxxxx, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Xxxx-Xxxxx, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that Xxxx-Xxxxx, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company In the event of any --------------------------- dissolution, winding up, liquidation, readjustment, reorganization or other similar proceedings relating to (a) any Significant Subsidiary becomes insolvent Debtor or (which term shall include b) the respective assets or properties of any form of creditor protection Debtor, whether such proceeding or proceedings are voluntary or involuntary, partial or complete, and moratoriumwhether in bankruptcy, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) insolvency or generally fails to payreceivership, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general upon an assignment for the benefit of creditors; or, or any other marshalling of the assets and liabilities of any Debtor or any sale of all or substantially all of the assets of any Debtor, or otherwise, the Subordinated Lenders hereby acknowledge and agree that the Senior Claims shall first be paid in full before any Subordinated Lender shall be entitled to receive and/or to retain any payment or distribution in respect of any of the Junior Claims. In order to implement the foregoing, (i) all payments and distributions of any kind or character in respect of any of the Junior Claims to which any Subordinated Lender would be entitled if the Junior Claims were not subordinated pursuant to this Agreement shall be made directly to the Bank, (ii) each Subordinated Lender shall promptly file a claim or claims, in the absence of form required in such applicationproceedings, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part full outstanding amount of the property of any thereof Junior Claims, if any, by or belonging to such Subordinated Lender, and is not discharged within 60 days; shall cause said claim or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or claims to be approved and all payments and other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced distributions in respect of thereof to be made directly to the Company or any Significant SubsidiaryAgent, andand (iii) each Subordinated Lender hereby irrevocably agrees that, if such case Subordinated Lender shall fail to file any such claim referred to in the preceding clause (ii), the Agent may, at its sole discretion, in the name of each Subordinated Lender or proceeding is not commenced by the Company otherwise, demand, xxx for, collect, receive and accept receipt for any and all such payments or distributions, and file, prove, and vote or consent in any such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance ofproceedings with respect to, any and all claims of each Subordinated Lender relating to the foregoingJunior Claims.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes of its Subsidiaries shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any of its Subsidiaries or a material portion any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, each Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or any Significant Subsidiary takes (e) take any corporate or partnership action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswetor any of the Borrower’s other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect), or, in the case of clause (ii) or below, the Borrower only, shall: (i) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; due or the Company permit (ii) enter into a binding settlement with all, or any Significant Subsidiary applies which is enforceable against each, of its creditors with respect to its Indebtedness; (iii) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (iv) in the absence of such application, consent or acquiescence, suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such sixty (60)- period to preserve, protect and defend their respective rights under the Finance Documents; (v) suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganizationreorganisation, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed, provided that the Borrower hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60)-day period to preserve, protect and defend their respective rights under the Finance Documents; or the Company or any Significant Subsidiary takes or (vi) take any corporate action to authorizeauthorising, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice except as permitted pursuant to section 36 Section 8.7) any of the Dutch Tax Collection Act Subsidiaries shall (Invorderingswet)i) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend its rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Borrower or any Subsidiary, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that, the Borrower and each Subsidiary hereby expressly authorizes the Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing. [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (a) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Any Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Parent shall: (Invorderingswet)a) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for any Borrower or any of payment (surseance van betaling) under Dutch law) for the Company its Subsidiaries or such Significant Subsidiary or a material portion any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company any Borrower or any Significant Subsidiary of its Subsidiaries or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that the Parent and each Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Credit Documents; (d) initiate, permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Parent or any Significant Subsidiaryof its Subsidiaries, and, if any such case or proceeding is not commenced by the Company Parent or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Parent or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Parent and each Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or any Significant Subsidiary takes Credit Documents; or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy a) Any Obligor shall: (faillissementi) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorjudicial manager, examinerreceiver, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorjudicial manager, examinerreceiver, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, judicial manager, receiver, sequestrator or other custodian shall not be discharged within 45 days; provided that each Obligor hereby expressly authorizes each Finance Party to appear in any court conducting any relevant proceeding during such 45-day period to preserve, protect and defend their respective rights under the property Finance Documents; (iv) permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any judicial management, bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency lawlaw (including, for the avoidance of doubt, the Singapore Companies Act), or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy by or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiaryagainst such Obligor, and, if any such case or proceeding is not commenced by the Company such Obligor, such case or such Significant Subsidiary it is proceeding shall be consented to or acquiesced in by such Obligor or shall result in the Company entry of an order for relief or such Significant Subsidiary or remains shall remain for 60 45 days undismissed; provided that each Obligor hereby expressly authorizes each Finance Party to appear in any court conducting any such case or proceeding during such 45-day period to preserve, protect and defend their respective rights under the Company or any Significant Subsidiary takes Finance Documents; or (v) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing. (b) The Minister (being the Minister for the purposes of Section 229 of the Singapore Companies Act) declares an Obligor to be a company to which the provisions of Part IX of the Singapore Companies Act apply.

Bankruptcy, Insolvency, etc. The Company Borrower, either Guarantor ---------------------------- or any Significant Subsidiary becomes shall become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, debts as they become due; or the Company Borrower, either Guarantor or any Significant Subsidiary applies shall apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower, such Guarantor or such Significant Subsidiary or a material portion any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is shall be appointed for the Company Borrower, either Guarantor or any Significant Subsidiary or for a substantial part of the property of any thereof and is not be discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is shall be commenced in respect of the Company Borrower, either Guarantor or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company Borrower, such Guarantor or such Significant Subsidiary it is significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower, such Guarantor or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; or the Company Borrower, either Guarantor or any Significant Subsidiary takes shall take any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company In the event of any dissolution, --------------------------- winding up, liquidation, readjustment, reorganization or other similar proceedings relating to (a) any Significant Subsidiary becomes insolvent Debtor or (which term shall include b) the respective assets or properties of any form of creditor protection Debtor, whether such proceeding or proceedings are voluntary or involuntary, partial or complete, and moratoriumwhether in bankruptcy, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) insolvency or generally fails to payreceivership, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general upon an assignment for the benefit of creditors; or, or any other marshalling of the assets and liabilities of any Debtor or any sale of all or substantially all of the assets of any Debtor, or otherwise, the Subordinated Lenders hereby acknowledge and agree that the Senior Claims shall first be paid in full before any Subordinated Lender shall be entitled to receive and/or to retain any payment or distribution in respect of any of the Junior Claims. In order to implement the foregoing, (i) all payments and distributions of any kind or character in respect of any of the Junior Claims to which any Subordinated Lender would be entitled if the Junior Claims were not subordinated pursuant to this Agreement shall be made directly to the Bank, (ii) each Subordinated Lender shall promptly file a claim or claims, in the absence of form required in such applicationproceedings, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part full outstanding amount of the property of any thereof Junior Claims, if any, by or belonging to such Subordinated Lender, and is not discharged within 60 days; shall cause said claim or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or claims to be approved and all payments and other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced distributions in respect of thereof to be made directly to the Company or any Significant SubsidiaryBank, andand (iii) each Subordinated Lender hereby irrevocably agrees that, if such case Subordinated Lender shall fail to file any such claim referred to in the preceding clause (ii), the Bank may, at its sole discretion, in the name of each Subordinated Lender or proceeding is not commenced by the Company otherwise, demand, xxx for, collect, receive and accept receipt for any and all such payments or distributions, and file, prove, and vote or consent in any such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance ofproceedings with respect to, any and all claims of each Subordinated Lender relating to the foregoingJunior Claims.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or Guarantor shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that in the property case of such an event in respect of the Borrower or the Guarantor, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant SubsidiaryBorrower, (NY) 18002/039/XXXX.000.XXXX/hull.677.loan.agt.doc and, if any such case or proceeding is not commenced by the Company Borrower, such case or such Significant Subsidiary it is proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary shall result in the entry of an order for relief or remains shall remain for 60 30 days undismissed; , provided that in the case of such an event in respect of the Borrower or the Company Guarantor, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or any Significant Subsidiary takes proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company, any Borrower, any Restricted Subsidiary or any Significant Subsidiary other Obligor becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company Company, any Borrower, any such Restricted Subsidiary or any Significant Subsidiary other Obligor applies for, consents to, or acquiesces in the appointment of a trustee, liquidatorreceiver, examineradministrator, receiver liquidator or other custodian (including a “curator” in a bankruptcy under Dutch law for Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Company, any Borrower, such Restricted Subsidiary or such Significant Subsidiary other Obligor or a material portion of the any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidatorreceiver, examineradministrator, receiver liquidator or other custodian is appointed for Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company Company, any Borrower, any Restricted Subsidiary or any Significant Subsidiary other Obligor or for a substantial part of the property of any thereof and and, in the case of any Person other than a U.K. Subsidiary, is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivershipinsolvency, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or dissolution, liquidation proceeding or winding up (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Restricted Subsidiary), is commenced in respect of Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company Company, any Borrower, any Restricted Subsidiary or any Significant Subsidiary, and, other Obligor and if such case or proceeding is not commenced by Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company Company, any Borrower, such Restricted Subsidiary or such Significant Subsidiary other Obligor, it is consented to or acquiesced in by Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company Company, such Borrower, such Restricted Subsidiary or such Significant other Obligor, or, in the case of any such Person other than a U.K. Subsidiary or remains for 60 days undismissed; or Xxxxxxxxx International, any intermediate Subsidiary between Xxxxxxxxx International and the Company Company, any Borrower, any Restricted Subsidiary or any Significant Subsidiary other Obligor takes any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower, the Parent or any Significant Subsidiary becomes insolvent of their respective Subsidiaries (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of other than a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)Non-Material Subsidiary) or any other Obligor shall (a) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower, the Parent or such Significant Subsidiary any of their respective Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower, the Parent or any Significant Subsidiary of their respective Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; , provided that the Borrower, the Parent, each of their respective Subsidiaries and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60- day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower, the Parent or any Significant Subsidiaryof their respective Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Borrower, the Parent or such Significant Subsidiary it is or such other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower, the Parent or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, the Parent, such Subsidiary and each other Obligor hereby expressly authorizes each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or any Significant Material Tejas Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or any Significant Material Tejas Subsidiary applies for, consents to, or acquiesces in in, the appointment of of, a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or such Significant any Material Tejas Subsidiary or a material portion any property of the property any thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or any Significant Material Tejas Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 sixty (60) days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant SubsidiarySubsidiary of the Borrower), is commenced in respect of the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or any Significant Subsidiary, and, Material Tejas Subsidiary and if such case or proceeding is not commenced by the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or such Significant Subsidiary any Material Tejas Subsidiary, it is consented to or acquiesced in by the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or such Significant any Material Tejas Subsidiary or remains for 60 sixty (60) days undismissed; or the Borrower, any of its Subsidiaries, the Parent Company, the Holding Company or any Significant Material Tejas Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Parent or any Significant Subsidiary becomes of its Subsidiaries or any other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Parent or such Significant Subsidiary any of its Subsidiaries or a material portion any other Obligor or any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Parent or any Significant Subsidiary of its Subsidiaries or any other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any , provided that each of its Significant Subsidiaries which is not released within 60 days and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60- day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Parent or any Significant Subsidiaryof its Subsidiaries or any other Obligor, and, if any such case or proceeding is not commenced by the Company Parent or such Significant Subsidiary it is or such other Obligor, 110 such case or proceeding shall be consented to or acquiesced in by the Company Parent or such Significant Subsidiary or remains such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Parent, such Subsidiary and each other Obligor hereby expressly authorizes each Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or the Company or or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (a) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that the property Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for 60 relief or shall remain for 30 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to NYDOCS03/851836.9B 44 appear in any court conducting any such case or proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice except as permitted pursuant to section 36 Section 8.7) any of the Dutch Tax Collection Act Subsidiaries shall: (Invorderingswet)i) become insolvent or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, the Borrower and each Subsidiary hereby expressly authorizes the Administrative Agent and the Lenders to appear in any court conducting any relevant proceeding during such 60‑day period to preserve, protect and defend its rights under the Investment Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivershipinsolvency, reorganization, debt arrangement, arrangement (including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors) or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof (each, an “Insolvency Event”), and, if any such case or proceeding is not commenced by the Company Borrower or any Subsidiary, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary Subsidiary, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that the Borrower and each Subsidiary hereby expressly authorizes the Administrative Agent and the Lenders to appear in any court conducting any such case or proceeding during such 60‑day period to preserve, protect and defend its rights under the Company or Investment Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Holdings, any of its Subsidiaries or any Significant Subsidiary becomes other Loan Party shall: (i) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (ii) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that Holdings, each Borrower, each Subsidiary and each other Loan Party hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (iv) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Holdings, any Borrower, any Subsidiary or any Loan Party, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Holdings, such Borrower, such Subsidiary or such Significant Subsidiary Loan Party, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that Holdings, each Borrower, each Subsidiary and each Loan Party hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (v) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.;

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary any other Obligor or a material portion 79 Credit Agrmt any property of the property any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary other Obligor or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; , provided that the Borrower and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend its or any warrant their rights under the Loan Documents; (d) permit or suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryother Obligor, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is other Obligor, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary other Obligor or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed, provided that the Borrower and each other Obligor hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend its or their rights under the Loan Documents; or the Company or or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company In the event of any dissolution, winding up, liquidation, reorganization, or other similar proceedings relating to AMD Saxonia or to its creditors, as such, or to its property (whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency, compromise proceedings (Vergleichsverfahren) or any Significant Subsidiary becomes insolvent other marshalling of the assets and liabilities of AMD Saxonia, or any sale of all or substantially all of the assets of AMD Saxonia, or otherwise), the Senior Liabilities shall first be paid in full before any of the Sponsors and Additional Partner Companies shall be entitled to receive and to retain any payment or distribution in respect of the Junior Liabilities, and in order to implement the foregoing, (which term shall include any form a) each of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law the Sponsors and the serving Additional Partner Companies hereby irrevocably agrees that in such event all payments and distributions of a notice pursuant to section 36 any kind or character in respect of the Dutch Tax Collection Act (Invorderingswet)) Junior Liabilities to which such Sponsor or generally fails to payAdditional Partner Company would be entitled if the Junior Liabilities were not subordinated, or admits in writing its inability or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part case of the property AMD Holding Junior Liabilities, subordinated and pledged or assigned, pursuant to this Agreement, shall be made directly to the Security Agent; (b) upon the commencement and during the continuance of any thereof and is not discharged within 60 days; proceedings referred to in this Section 4, the Security Agent shall have the right to require any or any warrant of attachment or similar legal process is issued against any substantial part all of the property of Sponsors or the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcyAdditional Partner Companies to claim, examinershipenforce, receivership, reorganization, debt arrangementprove, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced vote in respect of the Company or any Significant Subsidiary, and, if Junior Liabilities in such case or proceeding manner as is not commenced directed by the Security Agent and as is permitted by applicable law, including, without limitation, to direct that all payments and distributions of any kind or character in respect of the Junior Liabilities to which such Sponsor or Additional Partner Company would be entitled if the Junior Liabilities were not subordinated (or, in the case of the AMD Holding Junior Liabilities, subordinated and (if applicable) pledged) pursuant to this Agreement, shall be made directly to the Security Agent; provided, that if the Security Agent shall not have required a Sponsor or such Significant Subsidiary it is consented Additional Partner Company to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorizeclaim, enforce, prove, or vote in furtherance of, respect of any of the foregoingJunior Liabilities on or before the day which is 10 Business Days before a date on which the failure to so claim, enforce, prove, or vote would invalidate or otherwise materially adversely affect the rights of such Sponsor or Additional Partner Company, such Sponsor or Additional Partner Company shall have the right to claim, enforce, prove, or vote in respect of such Junior Liabilities in such Sponsor's or Additional Partner Company's sole discretion; and (c) each Sponsor and Additional Partner Company hereby irrevocably agrees that the Security Agent may, at its sole discretion for purposes hereof, in the name of such Sponsor, Additional Partner Company or otherwise, demand, xxx for, collect, receive, and receipt for any and all such payments or distributions, and file, prove, and vote, or consent in any such proceedings with respect to, any and all claims of such Sponsor or Additional Partner Company relating to the Junior Liabilities.

Bankruptcy, Insolvency, etc. The Company Borrower, each Guarantor or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act Principal Subsidiaries (Invorderingswet)or any of its other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect) or shall: (a) generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of the property of any thereof its property, and is such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; or any warrant , provided that in the case of attachment or similar legal process is issued against any substantial part such an event in respect of the property Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiaryof such Subsidiaries, and, if any such case or proceeding is not commenced by the Company Borrower or such Significant Subsidiary it is Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents; or the Company or any Significant Subsidiary takes or (e) take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The (i) Any Yamana Group Company or any Significant Subsidiary (other than an Excluded Subsidiary): (A) becomes insolvent (which term shall include any form of creditor protection and moratoriuminsolvent, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails does not or becomes unable to paypay its debts or meet its liabilities as the same become due, or admits in writing its inability or refusal to pay, pay its debts as they become due; or the Company or any Significant Subsidiary applies for, consents togenerally, or acquiesces in the appointment declares any general moratorium on its Indebtedness, or proposes a compromise or arrangement between it and any class of a trustee, liquidator, examiner, receiver or other custodian its creditors; (including a “curator” in a B) commits an act of bankruptcy under Dutch law the Bankruptcy and a Insolvency Act (Canada) (the “bewindvoerder” in a suspension BIA”), or makes an assignment of payment (surseance van betaling) under Dutch law) its property for the Company or such Significant Subsidiary or a material portion general benefit of its creditors under the property thereofBIA, or makes a general assignment proposal (or files a notice of its intention to do so) under the BIA; (C) institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, reorganisation, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any federal, provincial or foreign Applicable Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganisation, receivership, plans of arrangement or relief or protection of debtors (including the BIA, the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) and any applicable corporations legislation) or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding; (D) applies for the benefit appointment of, or the taking of creditors; or, in the absence of such application, consent or acquiescencepossession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, examiner, receiver liquidator or other custodian is appointed similar official for the Company it or any Significant Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of serviceproperty; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding or (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented E) threatens to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, do any of the foregoing, or takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Clause 13.11(f)(i) or 13.11(f)(ii), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof, provided that where any such event occurs with respect to a Yamana Group Company that is not an Obligor, it shall only constitute an Event of Default if it could reasonably be expected to have a Materially Adverse Effect; (ii) any petition is filed, application made or other proceeding instituted against or in respect of any Yamana Group Company (other than an Excluded Subsidiary): (A) seeking to adjudicate it an insolvent; (B) seeking a receiving order against it under the BIA; (C) seeking liquidation, dissolution, winding-up, reorganisation, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief under any federal, provincial or foreign Applicable Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganisation, receivership, plans of arrangement or relief or protection of debtors (including the BIA, the CCAA and any applicable corporations legislation) or at common law or in equity; (D) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property; (E) and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of 30 days after the institution thereof, provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against such Yamana Group Company thereunder in the interim, such grace period will cease to apply, and provided further that if such Yamana Group Company files an answer admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply; provided that where any such event occurs with respect to a Yamana Group Company that is not an Obligor, it shall only constitute an Event of Default if it could reasonably be expected to have a Materially Adverse Effect; or (iii) any other event occurs which, under the Applicable Laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to in either of Clause 10.1(f)(i) or 10.1(f)(ii); (iv) provided, however, that any of the foregoing events described in this Clause 10.1(f) shall not constitute an Event of Default to the extent that such event has occurred as part of a Permitted Reorganisation.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or Guarantor shall: a. generally fails fail to pay, or admits admit in writing its inability or refusal to pay, its debts as they become due; or the Company or any Significant Subsidiary applies ; b. apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension for it or any of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereofits property, or makes make a general assignment for the benefit of creditors; or, ; c. in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company or any Significant Subsidiary it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 30 days, provided that in the property case of such an event in respect of the Borrower or the Guarantor, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; d. permit or suffer to exist the commencement of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant SubsidiaryBorrower, and, if any such case or proceeding is not commenced by the Company Borrower, such case or such Significant Subsidiary it is proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary shall result in the entry of an order for relief or remains shall remain for 60 30 days undismissed; , provided that in the case of such an event in respect of the Borrower or the Company Guarantor, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or any Significant Subsidiary takes proceeding during such 30-day period to preserve, protect and defend their respective rights under the Loan Documents; or e. take any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company Parent, the Holdco Guarantor, any Borrower, any Subsidiary or any Significant Subsidiary becomes other Obligor shall (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal unwillingness generally to pay, debts as they become due; or the Company or any Significant Subsidiary applies ; (b) apply for, consents consent to, or acquiesces acquiesce in the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion any substantial part of the property of any thereof, or makes make a general assignment for the benefit of creditors; or, ; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidator, examinerreceiver, receiver manager, sequestrator or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof thereof, and is such trustee, receiver, receiver manager, sequestrator or other custodian shall not be discharged within 60 days; provided that, each Borrower, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or any warrant suffer to exist the commencement of attachment or similar legal process is issued against any substantial part of the property of the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or any bankruptcy, examinership, receivership, reorganization, debt arrangement, arrangement or other case or proceeding under any applicable bankruptcy or insolvency law, law or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiarythereof, and, if any such case or proceeding is not commenced by the Company Parent, the Holdco Guarantor, any Borrower, any Subsidiary or any Obligor, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Parent, the Holdco Guarantor, such Borrower, such Subsidiary or such Significant Subsidiary Obligor, as the case may be, or remains shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided that, each Borrower, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Company or Loan Documents; or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Company If at any time after the date of this Lease (whether prior to the commencement of or during the Term) (a) any proceedings in bankruptcy, insolvency or reorganization shall be instituted against Tenant pursuant to any Federal or State Law now or hereafter enacted, or any Significant Subsidiary becomes insolvent (which term receiver or trustee shall include be appointed of all or any form portion of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) Tenant's business or generally fails to payproperty, or admits in writing its inability any execution or refusal to pay, debts as they become due; or the Company or any Significant Subsidiary applies for, consents to, or acquiesces in the appointment of a trustee, liquidator, examiner, receiver or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company or such Significant Subsidiary or a material portion of the property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, liquidator, examiner, receiver or other custodian is appointed for the Company or any Significant Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any warrant of attachment or similar legal process is issued shall issue against any substantial part of the property of the Company Tenant or any of its Significant Subsidiaries which is not released within 60 days of service; Tenant's business or property or against the leasehold estate created hereby and any (b) Tenant shall be adjudged a bankrupt or insolvent, or Tenant shall file a voluntary petition in bankruptcy or petitions for (or enters into) an arrangement or for reorganization, composition or any bankruptcy, examinership, receivership, reorganization, debt arrangementother arrangement with Tenant's creditors under any Federal or State Law now or hereafter enacted, or this Lease or the estate of Tenant herein shall pass to or dissolve upon, by operation of law or otherwise, anyone other case than Tenant (except as herein provided), the occurrence of any one of such contingencies shall be deemed to constitute and shall be construed as a repudiation by Tenant of Tenant's obligations hereunder and shall cause this Lease ipso facto to be canceled and terminated, without thereby releasing Tenant; and upon such termination Landlord shall have the immediate right to re- enter the Premises and to remove all persons and property therefrom and this Lease shall not be treated as an asset of Tenant's estate and neither Tenant nor anyone claiming by, through or proceeding under Tenant by virtue of any bankruptcy or insolvency law, law or any dissolution order of any Court shall be entitled to the possession of the Premises or liquidation proceeding (except to remain in the voluntary dissolutionpossession thereof. Upon the termination of this Lease, as fore said, Landlord shall have the right to retain as partial damages, and not under as a penalty, any bankruptcy or insolvency lawprepaid rents as partial damages, and not as a penalty, any prepaid rents deposited by Tenant hereunder, and Landlord shall also be entitled to exercise such rights and remedies to recover from Tenant as damages such amounts as are specified in Article XX hereof. As used in this Article XXI, the term "Tenant" shall be deemed to include Tenant and its successors and assigns and the guarantor(s), if any, of a Significant Subsidiary), is commenced in respect of the Company or any Significant Subsidiary, and, if such case or proceeding is not commenced by the Company or such Significant Subsidiary it is consented to or acquiesced in by the Company or such Significant Subsidiary or remains for 60 days undismissed; or the Company or any Significant Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoingTenant's obligations under this Lease.

Bankruptcy, Insolvency, etc. The Company Borrower or any Significant Subsidiary becomes the Investment Manager shall: (a) become insolvent (which term shall include any form of creditor protection and moratorium, including bankruptcy (faillissement) and suspension of payments (surseance van betaling) under Dutch law and the serving of a notice pursuant to section 36 of the Dutch Tax Collection Act (Invorderingswet)) or generally fails fail to pay, or admits admit in writing its inability or refusal to pay, debts Debts as they become due; or the Company or any Significant Subsidiary applies (b) apply for, consents consent to, or acquiesces in acquiesce in, the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian (including a “curator” in a bankruptcy under Dutch law and a “bewindvoerder” in a suspension of payment (surseance van betaling) under Dutch law) for the Company Borrower or such Significant Subsidiary the Investment Manager, as the case may be, or a material portion any property of the property thereofBorrower or the Investment Manager, as the case may be, in any bankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or makes make a general assignment for the benefit of creditors; or, (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, liquidatorreceiver, examiner, receiver sequestrator or other custodian is appointed for the Company Borrower or any Significant Subsidiary the Investment Manager, as the case may be, or for a substantial part of the property of any thereof and is not discharged within 60 days; the Borrower or any warrant of attachment or similar legal process is issued against any substantial part of the property of Investment Manager, as the Company or any of its Significant Subsidiaries which is not released within 60 days of service; or case may be, in any bankruptcy, examinershipreorganization, receivershipDebt arrangement or other case or proceeding under any bankruptcy or insolvency law, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution dissolution, winding up or liquidation proceeding (except the voluntary dissolutionproceeding, not under any bankruptcy or insolvency law, of a Significant Subsidiary), is commenced in respect of the Company Borrower or any Significant Subsidiarythe Investment Manager, as the case may be, and, if such case or proceeding is not commenced by the Company Borrower or the Investment Manager, as the case may be, such Significant Subsidiary it is case or proceeding shall be consented to or acquiesced in by the Company Borrower or such Significant Subsidiary the Investment Manager, as the case may be, or remains shall result in the entry of an order for 60 relief or shall remain for sixty (60) days undismissed; or the Company or (e) take any Significant Subsidiary takes any corporate action to authorizeauthorizing, or in furtherance of, any of the foregoing.. Section 7.1.9