Common use of Bankruptcy, Insolvency, etc Clause in Contracts

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

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

Bankruptcy, Insolvency, etc. The Borrower or (except as permitted pursuant to Section 8.7) any Subsidiary of the Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that the Borrower and each 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 its rights under the Loan Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary, 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, provided that the Borrower and each 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 its rights under the Loan Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of their respective Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any relevant proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief that is not stayed or shall remain for 60 sixty (60) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, authorizing any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower (i) Any Obligor shall (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, administration, 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 a moratorium, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (B) apply for, consent to or acquiesce in the appointment of an administrator, administrative receiver, receiver, receiver and manager, liquidator, provisional liquidator, trustee, custodian, conservator or other similar official for it or for all or any Subsidiary shall:substantial part of its assets or (C) make a general assignment for the benefit of its creditors; or (aii) there shall be commenced against any Obligor any case, proceeding or other action of a nature referred to in clause (i)(A) above or any Obligor shall permit or suffer to exist the appointment of an administrator, administrative receiver, receiver, receiver and manager, liquidator, provisional liquidator, trustee, custodian, conservator or other similar official described in clause (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 fifteen (15) days or (C) is consented to or acquiesced in by such Obligor; or (iii) there shall be commenced against any Obligor, whether before a court or other Governmental Authority, 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 sixty (60) days from the entry thereof; (iv) any Obligor shall become insolvent under Applicable Law or generally fail to pay, or shall admit in writing or otherwise its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any property of such Person, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Person, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or 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 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 (ev) any Obligor shall take any action authorizing, authorizing or in furtherance of, any of the foregoing.acts described in clause (i), (ii), (iii) or (iv) above;

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator sequestrator, examiner or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other custodian for such Person or like official for a substantial part of the property of such Personany thereof, and such trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other custodian like official shall not be discharged within 60 days, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or other Insolvency Legislation or any dissolution, examinership, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall: shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; ; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or Material Subsidiaries or any substantial portion of the property of such Personany thereof, or make a general assignment for the benefit of creditors; ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Material Subsidiary or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Borrower and each Material 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any Material Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such PersonMaterial Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that the Borrower and each Material 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 or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts Debts as they become due; (bii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, provided that the Borrower 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; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt Debt arrangement or other case or proceeding under any bankruptcy or insolvency lawLaw, or any dissolution, winding up or liquidation proceeding, in respect of such Person, the Borrower and, if any such case or proceeding is not commenced by such Personthe Borrower, such case or proceeding shall be consented to or acquiesced in by such Person the Borrower or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, provided that the Borrower 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 (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Holdings, any of its Subsidiaries or any Subsidiary other Loan Party shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Borrower Holdings, each Borrower, each Subsidiary and each other Loan Party hereby expressly authorizes the Agent and each Lender 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; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, any Borrower, any Subsidiary or any Loan Party, such case or proceeding shall be consented to or acquiesced in by Holdings, such Person Borrower, such Subsidiary or such Loan Party, 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 the Borrower Holdings, each Borrower, each Subsidiary and each Loan Party hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Borrower 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 Facility Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower, such case or proceeding shall be consented to or acquiesced in by such Person the Borrower or 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 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 Facility Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Borrower, any of its Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, receiver manager, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, receiver manager, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that the Borrower Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower, such Person Subsidiary or such Obligor, 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, provided that the Borrower Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts Debts as they become due; (bii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 thirty (30) days, provided that the Borrower 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; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt Debt arrangement or other case or proceeding under any bankruptcy or insolvency lawLaw, or any dissolution, winding up or liquidation proceeding, in respect of such Person, the Borrower and, if any such case or proceeding is not commenced by such Personthe Borrower, such case or proceeding shall be consented to or acquiesced in by such Person the Borrower or shall result in the entry of an order for relief or shall remain for 60 thirty (30) days undismissed, provided that the Borrower 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 (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary Any Loan Party shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that the Borrower each Loan Party 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Persona Loan Party, such case or proceeding shall be consented to or acquiesced in by such Person a Loan Party, 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, provided that the Borrower each Loan Party 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 its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Parent, the Borrower or any Significant Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescenceacquiesce to, or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonParent, the Borrower or any Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by Parent, the Borrower or such Person Significant Subsidiary, 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 the Borrower 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 (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any other Obligor or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any other Obligor or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, provided PROVIDED that the Borrower 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower or such Personother Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person other Obligor or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, provided PROVIDED that the Borrower and each other Obligor 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 its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: A Covered Person (a) become insolvent or generally fail fails to pay, or admit admits in writing its inability or unwillingness to pay, its debts generally as they become due; , or otherwise becomes insolvent (however evidenced); (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any property of such Person, or make a general makes an assignment for the benefit of creditors; ; (c) files a petition in the absence bankruptcy with respect to itself as a debtor, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver or any trustee of such applicationCovered Person or any substantial part of its property; (d) commences any proceeding relating to such Covered Person under any reorganization, arrangement, readjustment of debt, dissolution or liquidation Law of any jurisdiction, whether now or hereafter in effect; (e) has commenced against it any such proceeding which remains undismissed for a period of 60 days, or by any act indicates its consent to, approval of, or acquiescence, permit acquiescence in any such proceeding or suffer to exist the appointment of a trustee, receiver, sequestrator any receiver of or other custodian any trustee for such Person it or for a of any substantial part of the property its property, or allows any such receivership or trusteeship to continue undischarged for a period of 60 days (each, an “INSOLVENCY EVENT”), but, except with regards to Approvals issued on or prior to such Personcommencement date referred to in this clause (c), no additional Loans shall be made, no additional Letters of Credit shall be issued, and no new Approvals shall be given during such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that period without all Lenders’ and Administrative Agents’ prior written approval and the Borrower hereby expressly authorizes the Agent and each Lender to appear in prior written approval of any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; of proper jurisdiction deemed necessary by Administrative Agents; or (df) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Person, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or 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 Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take takes any action authorizing, or in furtherance of, to authorize any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of its Material Restricted Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by the Borrower or any such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary, 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 the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of their respective Subsidiaries (other than any Immaterial Subsidiary) shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, authorizing any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Holdings, either Borrower, any of their respective Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, provided that the Borrower Holdings, each Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, either Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by Holdings, such Person Borrower, such Subsidiary or such Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, provided that the Borrower Holdings, each Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Subsidiary or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Subsidiary or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, provided that the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any of the Company or any Subsidiary its Subsidiaries shall: (a1) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b2) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator administrator, or other custodian for such Person the Company or any of its Subsidiaries or any property of such Person, thereof or make a general assignment for the benefit of creditors; (c3) in the absence of such application, consent or acquiescence, permit permit, or suffer to exist the appointment of a trustee, receiver, sequestrator administrator, liquidator, assignee, custodian, or other custodian similar official for such Person the Company or any of its Subsidiaries or property of any thereof for a substantial part period of the property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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; (d4) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency lawLaws or any other Laws for the benefit of the debtors, or any dissolution, winding up or liquidation proceeding, in respect of such Person, the Company or any of its Subsidiaries and, if any such case or proceeding is not commenced by the Company or any such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Company or any such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed; (5) have concealed, provided that removed or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the Borrower hereby expressly authorizes the Agent and each Lender to appear in incurring of an obligation which may be fraudulent under any court conducting any such case bankruptcy, fraudulent conveyance or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documentsother similar Laws; or (e6) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Superholdco, Holdings, either Borrower or any Material Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, to or acquiesce in, suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent consent, sufferance or acquiescenceassignment, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Superholdco, Holdings and each Borrower (for themselves and their Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by Superholdco, Holdings, such PersonBorrower or any such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that the Superholdco, Holdings and each Borrower (for themselves and their Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 Loan Documents; or (e) take any board of director action authorizing, or in furtherance of, any of the foregoing.

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

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

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

Bankruptcy, Insolvency, etc. The Any Borrower or any Subsidiary shall: (a) become insolvent or generally fail to pay, or admit admitting in writing its its, inability or unwillingness refusal to pay, pay its debts as they become due; (b) apply mature, or an administrative or judicial order of dissolution or determination of insolvency being entered against any Borrower; or any Borrower applying for, consent to, consenting to or acquiesce in, acquiescing in the appointment of a trustee, receiver, sequestrator receiver or other custodian for such Person Borrower or any property of such Personthereof, or make any Borrower making a general assignment for the benefit of creditors; (c) ; or, in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator receiver or other custodian for any Borrower or any property thereof, or any Borrower making a general assignment for the benefit of creditors; or, in the absence of such Person application, consent or acquiescence, a trustee or receiver being appointed for any Borrower or for a substantial part of the its property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be being discharged within 60 sixty (60) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up dissolution or liquidation proceeding, in respect of such Person, proceeding being instituted by or against any Borrower and, if any such case or proceeding is not commenced by such Personinvoluntary, such case or proceeding shall be being consented to or acquiesced in by such Person or shall result in the entry of an order any Borrower remaining for relief or shall remain for 60 sixty (60) days undismissed, provided that the ; or any Borrower 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 (e) take takes any action authorizingto authorize, or in furtherance of, any of the foregoing; provided, however, any of the foregoing in this Section 13.1.4 shall be permitted to occur as long as no Financial Covenant Default or Material Adverse Effect occurs or is reasonably likely to occur as a result of any such event or condition.

Bankruptcy, Insolvency, etc. The Borrower Holdings, any of its Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Borrower Holdings, each Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, any Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by Holdings, such Person Borrower, such Subsidiary or such Obligor, 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 the Borrower Holdings, each Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Company or any Subsidiary of its Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Company or any of its Subsidiaries or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Company or any of its Subsidiaries or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower Company 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 Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Company or any of its Subsidiaries, and, if any such case or proceeding is not commenced by the Company or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Company or such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower Company 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: Any Company shall (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; ; (bii) apply for, consent to, or acquiesce inin the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part of the assets or other property of any such Person, or make a general assignment for the benefit of creditors; (iii)in the absence of such application, consent or acquiesce to or permit or suffer to exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any property of such Person, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 forty-five (45) days; provided, provided that the Borrower each Company hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any relevant proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; ; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 forty-five (45) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; or or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any other Obligor or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any other Obligor or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any other Obligor, and, if any such case or proceeding is not commenced by the Borrower or such Personother Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower and each other Obligor 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing, other than those resolutions dated March 28, 1996, copies of which have been furnished to the Agent and the Lenders.

Bankruptcy, Insolvency, etc. The Borrower, Guarantor, or any of their respective Subsidiaries (except for (i) Foreign Non-Borrowing Base Property Subsidiaries or Subsidiaries that are not Property Owners and which own in the aggregate less than $25,000,000 of assets and (ii) obligors with respect to Non-Recourse Indebtedness, other than Borrower or any Subsidiary Guarantor) shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by the Borrower or any such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or any such Person Subsidiary, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, provided that the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary Guarantor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 ninety (90) days; provided, provided however, that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-ninety (90) day period to preserve, protect and defend their rights under this Agreement and the other Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by the Person which is the subject of such Personcase or proceeding, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 ninety (90) days undismissed; provided, provided however, 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-ninety (90) day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Either Borrower or any Subsidiary Guarantor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, liquidator, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidator, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, liquidator, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, composition, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonBorrower or any Guarantor, such case or proceeding shall be consented to or acquiesced in by such Person Borrower or any Guarantor, 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 the Borrower 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 (e) take any action authorizing, or in furtherance of, any of the foregoing. Notwithstanding the foregoing, in no event shall any of the proceedings referred to in this Section 8.1.9 affecting only an Immaterial Guarantor constitute an Event of Default, unless and to the extent that such proceedings affect Immaterial Guarantors representing, directly or through direct or indirect ownership interest in any other Person, 15% or more, in the aggregate, of the Consolidated EBITDA of the Cayman Borrowers and its Subsidiaries for the most recently ended Fiscal Year.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary Any Material Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, administrator, administrative receiver, sequestrator or other custodian or similar officer for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, administrator, administrative receiver, sequestrator or other custodian for such Person or similar officer for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, provided that the Borrower each Material Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any administration, dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personany Material Obligor, such case or proceeding shall be consented to or acquiesced in by such Person Material Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, provided that the Borrower each Material Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall:: ​ (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due;; ​ (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator sequestrator, examiner or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors;; ​ (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other custodian for such Person or like official for a substantial part of the property of such Personany thereof, and such trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other custodian like official shall not be discharged within 60 days, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents;; ​ (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or other Insolvency Legislation or any dissolution, examinership, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; oror ​ (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Holdings, the Borrower, or any Subsidiary of the Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that Holdings, the Borrower 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, the Borrower or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by Holdings, the Borrower or such Person Subsidiary, 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, provided that Holdings, the Borrower 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 its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material --------------------------- Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Material Subsidiary or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Material Subsidiary or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty 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 60sixty-day period to preserve, protect and defend their its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, proceeding in respect of such Person, the Borrower or any Material Subsidiary and, if any such case or proceeding is not commenced by the Borrower or such PersonMaterial Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 sixty 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 60sixty-day period to preserve, protect and defend their its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due[reserved]; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator interim receiver, sequestrator, examiner, monitor or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator interim receiver, sequestrator, examiner, monitor or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator interim receiver,, sequestrator, examiner, monitor or other custodian shall not be discharged within 60 sixty (60) days, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, examinership, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, ; provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender 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 Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Holdings, the Borrower or any Subsidiary of the Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that Holdings, the Borrower and each 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 its rights under the Loan Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, the Borrower or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by Holdings, the Borrower or such Person Subsidiary, 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 Holdings, the Borrower and each 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 its rights under the Loan Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. (i) The Borrower or any Insurance Subsidiary shall: (a) become becomes insolvent or generally fail fails to paypay (subject to applicable grace periods), or admit admits in writing its inability or unwillingness to pay, its debts as they become due; ; (bii) apply forthere shall be commenced by or against the Borrower or any Insurance Subsidiary any case, consent toproceeding 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 acquiesce inseeking to adjudicate it a bankrupt or insolvent, the 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, receivercustodian, sequestrator rehabilitation, conservator, supervisor, liquidator or other custodian similar official for such Person it or for all or any property of such Person, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceedingits assets, in respect of such Person, and, if any such each case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result which (1) results in the entry of 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; or (iii) there shall remain be commenced against any of 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 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 undismissed, provided that from the Borrower hereby expressly authorizes the Agent and each Lender to appear in entry thereof; or (iv) any court conducting any of such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) Persons shall take any action authorizing, 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 Borrower or any Subsidiary Any Credit Party shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person Credit Party or any property of such PersonCredit Party, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person Credit Party or for a substantial part of the property of such PersonCredit Party, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such PersonCredit Party, and, if any such case or proceeding is not commenced by such PersonCredit Party, such case or proceeding shall be consented to or acquiesced in by such Person Credit Party or 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 Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Company, any of its Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Borrower Company, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Company, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by the Company, such Person Subsidiary or such Obligor, 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 the Borrower Company, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Any Borrower or any Subsidiary of its Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person Borrower or such Subsidiary or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person Borrower or such Subsidiary or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower such Borrower, and each of its Subsidiaries hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-60- day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such PersonBorrower or such Subsidiary, and, if any such case or proceeding is not commenced by such PersonBorrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Person Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissedundismissed or any order of attachment is issued against any substantial part of the assets of such Borrower, provided any of its Subsidiaries which is not released within 30 days of service provided, that the each Borrower 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 (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Borrower, any of their Material Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, interim receiver, sequestrator or other custodian for such Person itself or any property substantial part of such Personits property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person itself or for a substantial part of the property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 Documentsits property; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personany Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by such Person Borrower, such Subsidiary or such Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 45 days undismissed, ; provided that the Borrower each Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any property of such Personthe Borrower, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or for a substantial part of the property of such Personthe Borrower, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Person, the Borrower and, if any such case or proceeding is not commenced by such Personthe Borrower, such case or proceeding shall be consented to or acquiesced in by such Person the Borrower or 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 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 its rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary Any Credit Party shall: (a) commence or consent to the entry of an order for relief or effectiveness of any bankruptcy or insolvency proceeding or become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person any Credit Party or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person any Credit Party or for a substantial part of the property of such Personany thereof or have a writ, distress warrant, attachment on seizure of any substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 thirty (30) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personany Credit Party, and, if any such case or proceeding is not commenced by such Persona Credit Party, such case or proceeding shall be consented to or acquiesced in by such Person any Credit Party or shall result in the entry of an order for relief or shall remain for 60 thirty (30) days undismissed, provided that the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (ai) become insolvent or generally fail to pay, or admit in writing its insolvency or inability or unwillingness generally to pay, its pay debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator receiver or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such the application, consent or acquiescenceacquiescence referred to in clause (ii), permit or suffer to exist the appointment of a trustee, receiver, sequestrator receiver or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator receiver or other custodian shall not be discharged within 60 days, ; provided that the Borrower 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 its rights under the Loan Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower, such case or proceeding shall be consented to or acquiesced in by such Person the Borrower, or shall result in the entry of an order for relief or shall remain for 60 30 days undismissed, ; provided that the Borrower hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 6030-day period to preserve, protect and defend their rights under the Loan Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

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

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

Bankruptcy, Insolvency, etc. The Borrower Borrower, any of its Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, receiver manager, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, receiver manager, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that the Borrower Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower, such Person Subsidiary or such Obligor, 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, provided that the Borrower Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Holdings, either Borrower or any Material Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, to or acquiesce in, suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent consent, sufferance or acquiescenceassignment, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Holdings and each Borrower (for themselves and their Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by Holdings, such PersonBorrower or any such Material Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that the Holdings and each Borrower (for themselves and their Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 Loan Documents; or (e) take any board of director action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Any Borrower or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person Borrower or any other Obligor or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person Borrower or any other Obligor or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower Borrowers 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personany Borrower or any other Obligor, and, if any such case or proceeding is not commenced by such PersonBorrower or such other Obligor, such case or proceeding shall be consented to or acquiesced in by such Person Borrower or such other Obligor or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the such Borrower and each other Obligor 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 its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Subject Party or any Subsidiary a Material Group of Companies shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any property substantial part of such Personthe Property of any thereof, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property Property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, ; provided that the Borrower Borrowers hereby expressly authorizes the Agent and authorize each Lender Secured Party to appear in any court conducting any relevant proceeding during such sixty (60-) day period to preserve, protect and defend their rights under the Loan Financing Documents;; or (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Persona Borrower, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed; provided, provided that the Borrower Borrowers hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such sixty (60-) day period to preserve, protect and defend their rights under the Loan Financing Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower, Guarantor, or any of their respective Subsidiaries (except for (i) Foreign Subsidiaries or Subsidiaries that are not Property Owners and which own in the aggregate less than $25,000,000 of assets and (ii) obligors with respect to Non-Recourse Indebtedness, other than Borrower or any Subsidiary Guarantor) shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by the Borrower or any such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or any such Person Subsidiary, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, provided that the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Any Borrower or any Subsidiary of any Borrower shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 (i) commence any case, proceeding or suffer to exist the commencement other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, debt arrangement arrangement, adjustment, winding-up, liquidation, dissolution, composition or other case relief with respect to it or proceeding under any bankruptcy or insolvency lawits debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any dissolutionsubstantial part of its assets; (ii) make a general assignment for the benefit of its creditors; (iii) have any case, winding up proceeding or liquidation proceeding, other action of a nature referred to in respect of such Person, and, if any such case or proceeding is not clause (i) above commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result against it which (A) results in the entry of an order for relief or any such adjudication or appointment and (B) remains undismissed, undischarged or unbonded for a period of 60 days; (iv) have any case, proceeding or other action commenced against it seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets and which results in the entry of an order for any such relief which shall remain for not have been vacated, discharged, or stayed or bonded pending appeal within 60 days undismissedfrom the entry thereof; (v) take any action in furtherance of, provided that or indicating its consent to, approval of, or acquiescence in, any of the Borrower hereby expressly authorizes the Agent and each Lender to appear acts set forth in any court conducting any such case clause (i), (ii), (iii) or proceeding during such 60-day period to preserve(iv) above; or (vi) generally not, protect and defend their rights under the Loan Documentsor shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Subsidiary or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Subsidiary or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 sixty (60) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by Borrower or such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 sixty (60) days undismissed, provided that the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Holdings, the Borrower, or any Subsidiary of the Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, examiner, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, liquidator, examiner, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that Holdings, the Borrower and each 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, winding- up, reorganization, examinership or other protective arrangement, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, the Borrower or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by Holdings, the Borrower or such Person Subsidiary, 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, provided that Holdings, the Borrower and each 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 its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any member of the Consolidated Group or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, provided that the Borrower Borrower, each Subsidiary and each other Obligor hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower, such Person Subsidiary or such Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, provided that the Borrower Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of its Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, receiver manager, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, receiver manager, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that the Borrower and each Subsidiary hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary, 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, provided that the Borrower or each Subsidiary hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall:shall:- (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person Person, or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and 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 the rights of the Finance Parties under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Person, any Person and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or 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 relevant proceeding during such 60-day period to preserve, protect and defend their the rights of the Finance Parties under the Loan Documents; (e) suffer any comparable event to any of the foregoing in any jurisdiction; or (ef) take any corporate action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Parent, any Borrower or any Subsidiary of their respective Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided ; PROVIDED that the Borrower Parent and the Borrowers hereby expressly authorizes the Agent and authorize each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personany Obligor, such case or proceeding shall be consented to or acquiesced in by such Person the Parent, any Borrower or any Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided ; PROVIDED that the Borrower Parent and the Borrowers hereby expressly authorizes the Agent and authorize 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 rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Material Subsidiary shall: shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; ; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or Material Subsidiaries or any substantial portion of the property of such Personany thereof (other than any Project Assets), or make a general assignment for the benefit of creditors; ; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Material Subsidiary or for a substantial part of the property of such Personany thereof (other than any Project Assets), and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that the Borrower and each Material 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any Material Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such PersonMaterial Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Material Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that the Borrower and each Material 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 or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

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

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

Bankruptcy, Insolvency, etc. The Borrower Borrowers, any of their Material Subsidiaries or any Subsidiary other Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, interim receiver, sequestrator or other custodian for such Person itself or any property substantial part of such Personits property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person itself or for a substantial part of the property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 Documentsits property; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personany Borrower, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by such Person Borrower, such Subsidiary or such Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 45 days undismissed, ; provided that the Borrower each Borrower, each Subsidiary and each Obligor hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The the Borrower or any Material Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, to or acquiesce in, suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent consent, sufferance or acquiescenceassignment, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, provided that the Borrower (for itself and its Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 Credit Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or 92 126 insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by the Borrower or any such PersonMaterial Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, provided that the Borrower (for itself and its Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 Loan Credit Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary Any Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person it or any property of such Personits property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person it or for a substantial part of the property of such Personits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 45 days, ; provided that the Borrower each Obligor hereby expressly authorizes the Agent and each Lender Finance Party to appear in any court conducting any relevant proceeding during such 6045-day period to preserve, protect and defend their respective rights under the Loan Finance Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of by or against such PersonObligor, and, if any such case or proceeding is not commenced by such PersonObligor, such case or proceeding shall be consented to or acquiesced in by such Person Obligor or shall result in the entry of an order for relief or shall remain for 60 45 days undismissed, ; provided that the Borrower each Obligor hereby expressly authorizes the Agent and each Lender Finance Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their respective rights under the Loan Finance Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Holdings, the Borrower, or any Subsidiary of the Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided that, provided that Holdings, the Borrower and each 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 its rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such PersonHoldings, the Borrower or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by Holdings, the Borrower or such Person Subsidiary, 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, provided that Holdings, the Borrower and each 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 its rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of its Subsidiaries or any other Obligor shall: (a) become insolvent or generally fail to paypay debts as they become due, or admit in writing its inability or unwillingness to pay, its pay debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator sequestrator, or other custodian for such Person the Borrower or any of its Subsidiaries or any other Obligor or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any of its Subsidiaries or any other Obligor or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 involuntary commencement of of, or voluntarily commence, any bankruptcy, reorganization, debt arrangement arrangement, or other case or proceeding under any bankruptcy or insolvency lawlaws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceeding, in respect each case, by or against the Borrower or any of such Personits Subsidiaries or any other Obligor, andprovided that, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary or any other Obligor, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or any other Obligor, or 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 Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of the Principal Subsidiaries (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 fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person it or any property of such Personits property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person it or for a substantial part of the property of such Personits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 30 days, provided that in the case of such an event in respect of the Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender Party to appear in any court conducting any relevant proceeding during such 6030-day period to preserve, protect and defend their respective rights under the Loan Documents;; NYDOCS02/934719.8 49 (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any of such PersonSubsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 30 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 6030-day period to preserve, protect and defend their respective rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

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

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

Bankruptcy, Insolvency, etc. The Any Borrower or any Subsidiary of any Borrower shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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; (di) permit commence any case, proceeding or suffer to exist the commencement other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, debt arrangement arrangement, adjustment, winding-up, liquidation, dissolution, composition or other case relief with respect to it or proceeding under any bankruptcy or insolvency lawits debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any dissolutionsubstantial part of its assets; (ii) make a general assignment for the benefit of its creditors; (iii) have any case, winding up proceeding or liquidation proceeding, other action of a nature referred to in respect of such Person, and, if any such case or proceeding is not clause (i) above commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result against it which (A) results in the entry of an order for relief or any such adjudication or appointment and (B) remains undismissed, undischarged or unbonded for a period of 60 days; (iv) have any case, proceeding or other action commenced against it seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets and which results in the entry of an order for any such relief which shall remain for not have been vacated, discharged, or stayed or bonded pending appeal within 60 days undismissedfrom the entry thereof; (v) take any action in furtherance of, provided that or indicating its consent to, approval of, or acquiescence in, any of the Borrower hereby expressly authorizes the Agent and each Lender to appear acts set forth in any court conducting any such case clause (i), (ii), (iii) or proceeding during such 60-day period to preserve(iv) above; or (vi) generally not, protect and defend their rights under the Loan Documentsor shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of its Significant Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any of its Significant Subsidiaries or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any of its Significant Subsidiaries or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceedingproceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Significant Subsidiary pursuant to Section 8.6), in respect of such Personthe Borrower or any of its Significant Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or 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 Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate, or in the case of a Significant Subsidiary organized as a partner, partnership action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Company or any Subsidiary of its Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Company or any of its Subsidiaries or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Company or any of its Subsidiaries or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower Company and each 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Company or any of its Subsidiaries, and, if any such case or proceeding is not commenced by the Company or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Company or such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower Company and each 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 (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 forty-five (45) days; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any relevant proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents;; 5 All ERISA provisions remain subject to review by Xxxxxxx ERISA specialist. (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 forty-five (45) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower Any Credit Party or any Subsidiary of its Subsidiaries shall: (ai) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (bii) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person any substantial part of the assets or any other property of any such Person, or make a general assignment for the benefit of creditors; (ciii) in the absence of such application, consent or acquiescence, acquiesce to or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 forty-five (45) days; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any relevant proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; (div) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person Person, or shall result in the entry of an order for relief or shall remain for 60 forty-five (45) days undismissed; provided, provided that the Borrower each Credit Party hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Credit Documents; or (ev) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower SIHL or any Subsidiary of its Significant Subsidiaries or any Obligor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower each such Person hereby expressly authorizes the Agent Administrative Agent, each 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any such Person, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower each such Person hereby expressly authorizes the Agent Administrative Agent, each 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 authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Subsidiary or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any Subsidiary or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 thirty (30) days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of such Personthe Borrower or any Subsidiary, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or shall result in the entry of an order for relief or shall remain for 60 thirty (30) days undismissed, provided that the Borrower 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or Parent, any Subsidiary of its Material Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, interim receiver, sequestrator or other custodian for such Person itself or any property substantial part of such Personits property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person itself or for a substantial part of the property of such Person, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 Documentsits property; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Parent or any Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Parent or such Person Subsidiary, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 45 days undismissed, ; provided that the Borrower Parent and each Subsidiary hereby expressly authorizes the Agent and each Lender Secured Party to appear in any court conducting any such case or proceeding during such 6045-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of its Subsidiaries shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any of its Subsidiaries or any property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person the Borrower or any of its Subsidiaries or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower 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 any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceedingproceeding (except the voluntary dissolution, not under any bankruptcy or insolvency law, of a Subsidiary pursuant to Section 8.7), in respect of such Personthe Borrower or any of its Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or 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 Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate, or in the case of a Subsidiary organized as a partner, partnership action authorizing, or in furtherance of, any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary Guarantor shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, in the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescenceacquiescence in, or permit or suffer to exist exist, the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, provided that the Borrower hereby expressly authorizes the Agent and each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by such Personthe Borrower or a Guarantor, as the case may be, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Guarantor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, provided that the Borrower hereby expressly authorizes the Agent and each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, authorizing any of the foregoing.

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

Bankruptcy, Insolvency, etc. The Borrower Any Obligor or any Material Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator receiver manager, administrative receiver, sequestrator, liquidator or other custodian for such Person or any property of such Personit, its property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, administrative receiver, sequestrator receiver manager, receiver, sequestrator, liquidator or other custodian for such Person it or for a substantial part of the property of such Personits property, and such trustee, receiver, sequestrator receiver manager, sequestrator, liquidator or other custodian shall not be discharged within 60 days, provided that the Borrower each Obligor and each Material Subsidiary hereby expressly authorizes the Agent and each Lender Party to appear in any court conducting any relevant proceeding proceedings during such 60-day period to preserve, protect and defend their its rights under this Agreement and the other Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement arrangement, petition, proposal or other case or proceeding under any bankruptcy or insolvency lawlaw including the Companies Creditors Arrangement Act (Canada), or any dissolution, winding up or liquidation proceeding, in respect of such Personany Obligor or any Material Subsidiary thereof, as the case may be, and, if any such petition, case or proceeding is not commenced by such Person, such petition, case or proceeding shall be consented to or acquiesced in by such Person Obligor or Material Subsidiary, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days unstayed or undismissed, provided that the Borrower each Obligor and each Material Subsidiary hereby expressly authorizes the Agent and each Lender Party to appear in any court conducting any such petition, case or proceeding during such 60-day period to preserve, protect and defend their its rights under this Agreement and the other Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

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

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

Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary of the Principal Subsidiaries (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 fail to pay, or admit in writing its inability or unwillingness to pay, its debts as they become due;; WEIL:\98779116\4\64945.0060 (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for such Person it or any property of such Personits property, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person it or for a substantial part of the property of such Personits property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that in the 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 60-day period to preserve, protect and defend their respective rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any of such PersonSubsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such PersonSubsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Person Subsidiary or 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 (e) take any corporate action authorizing, or in furtherance of, any of the foregoing. Section 7.1.7 Guarantees Once provided pursuant to Section 6.2.11(b) or 6.2.11(c), any guarantee of a Priority Holdco Subsidiary or a Designated Holdco Subsidiary shall cease to be, or shall be asserted by the Borrower, any Priority Holdco Subsidiary or any Designated Holdco Subsidiary not to be, in full force and effect (other than in accordance with the express terms hereof).

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

Bankruptcy, Insolvency, etc. The Holdings, the Borrower or any Material Subsidiary shall: (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due; (b) apply for, consent to, to or acquiesce in, suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or any substantial part of the property of such Personany thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent consent, sufferance or acquiescenceassignment, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for such Person or for a substantial part of the property of such Personany thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, ; provided that Holdings and the Borrower (for themselves and their Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, law or any dissolution, winding up or liquidation proceeding, in respect of such Personthereof, and, if any such case or proceeding is not commenced by Holdings, the Borrower or any such PersonMaterial Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in the entry of an order for relief or shall remain for 60 days undismissed, ; provided that Holdings and the Borrower (for themselves and their Material Subsidiaries) hereby expressly authorizes the Agent and authorize each Lender 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 Loan Documents; or (e) take any action authorizing, or in furtherance of, any of the foregoing.