Common use of Insolvency Proceedings Clause in Contracts

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group Member: (i) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of it is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passed; (iii) any person presents a petition or files documents with the appropriate legal authorities for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord); (iv) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or (vii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably).

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group MemberAny Debtor: (i) any step becomes insolvent or is taken unable to pay its debts or admits inability to pay its debts as they fall due, suspends making payments or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to a moratorium reduce, reschedule or a composition, assignment or similar arrangement with restructure in any other way any of its creditorsindebtedness (including, without limitation the ad-hoc mandate or preventive concordat); (ii) a meeting the value of it the assets of any Debtor is convened for the purpose of considering any resolution for less than its liabilities (taking into account contingent or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passedprospective liabilities); (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency, judicial reorganisation or dissolution and/or liquidation or any person presents other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition or files documents with the appropriate legal authorities is presented for its winding-upinsolvency, administrationjudicial reorganisation, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)dissolution and/or liquidation; (iv) an order has a resolution passed for its winding-up, administration, examinationinsolvency, dissolution, judicial reorganisation, bankruptcy or liquidation (faillite/faillissement) other than pursuant to a merger or judicial composition (concordat judiciaire/gerechtelijk akkoord) is madeother kind of consolidation); (v) any seeks, or becomes subject to, the appointment of an administrator, liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory managerconservator, receiver, administrative receivertrustee, administrator, voorlopig bewindvoerder/ administrateur judiciaire custodian or other similar officer is appointed in respect of itofficial for any Debtor or for all or substantially all their goods and other assets; (vi) has a secured party take possession of all or substantially all its directors assets or has an execution, attachment, garnishment, sequestration or other officers request legal process levied, enforced or sued on or against all or substantially all its assets; (vii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerforegoing acts; or (viiviii) any other analogous step causes, becomes subject to or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and put under liquidation (in each caseRomanian, lichidare), dissolution (in Romanian, dizolvare) (other than pursuant to a merger or other kind of consolidation) or causes, becomes subject to or is put under any event which, under the relevant petition is discharged or struck out within 90 days (or within 30 days applicable laws, would have an analogous effect to any of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)events specified above.

Insolvency Proceedings. (a) Except as provided belowAny corporate action, any of the following occurs legal proceedings or other formal procedure or formal step is taken in respect of a Material Group Memberrelation to: (i) any step is taken with a view to the suspension of payments (including emergency regulations (noodregeling)), a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Company other than a composition, assignment solvent liquidation or similar arrangement with reorganisation of any member of its creditorsthe Group which does not materially and adversely affect the interests of the Lenders; (ii) a meeting composition or assignment or arrangement or compromise (whether court approved or otherwise) with any creditor of it is convened any Material Company for reasons of financial difficulty of the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passedMaterial Company; (iii) any person presents the appointment of a petition or files documents with liquidator (other than in respect of a solvent liquidation of a member of the appropriate legal authorities for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoordGroup which is not an Obligor); (iv) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, interim receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire compulsory manager or other similar officer is appointed in respect of it; (vi) any Material Company or any of its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerassets; or (viiiv) any other analogous procedure or step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does shall not apply to: (i) any step proceedings which are contested in good faith and discharged, stayed or procedure which is part dismissed within 20 Business Days of a Permitted Transactioncommencement; or (ii) any step or procedure contemplated by paragraph (b) of the definition of Permitted Transaction. (c) Any US Obligor: (i) applies for, or consents to, the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property; (ii) makes a general assignment for the benefit of its creditors; (iii) commences a voluntary case under US Bankruptcy Law; (iv) files a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence respect to itself seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganisation, liquidation, dissolution, arrangement or where steps are diligently being taken to remedy the grounds winding up, or composition or readjustment of debts; (v) takes any corporate action for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days purpose of effecting any of the end foregoing with respect to itself; (vi) is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties; or (vii) is the subject of involuntary proceedings under US Bankruptcy Law which have not been contested and discharged, stayed or dismissed within 20 Business Days of commencement. (d) Paragraph (c) above shall not apply to any longer period applicable under an order step or procedure contemplated by paragraph (b) of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)definition of Permitted Transaction.

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a the Borrower or any Material Group MemberSubsidiary: (i) any step is taken with a view to the suspension of payments, a moratorium or a composition, restructuring, compromise, assignment or similar arrangement with any of its creditors; (ii) a meeting of it its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for (or to petition file documents with a court or any registrar for) , its bankruptcy, restructuring proceedings, rehabilitation proceedings, winding-up, administration, examination administration or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with the appropriate legal authorities a court or any registrar, for its winding-winding- up, administration, examination, dissolution, bankruptcy rehabilitation, reorganisation (faillite/faillissement) by way of voluntary arrangement, scheme of arrangement or judicial otherwise), bankruptcy, composition (concordat judiciaire/gerechtelijk akkoord)or restructuring; (iv) any Security Interest is enforced over any of its assets; (v) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) bankruptcy, composition, rehabilitation or judicial composition (concordat judiciaire/gerechtelijk akkoord) is maderestructuring; (vvi) any liquidator, trustee in bankruptcy, examinationrestructuring trustee, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire administrator or similar officer is appointed in respect of itit or any of its assets; (vivii) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or (viiviii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) to a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days 15 Business Days. (or within 30 days c) Sub-paragraph (a)(iv) will not apply if the aggregate value of the end assets that is subject to an enforcement of Security Interest of the Borrower and any longer period applicable under an order of court staying proceedings) Material Subsidiary does not exceed USD50,000,000 or such longer period as the Majority Lenders may agree (acting reasonably)more or its equivalent.

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group Memberan Obligor: (i) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of it its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for (or to petition file documents with a court or any registrar for) , its winding-up, administration, examination judicial management or dissolution or any such resolution is passed; (iii) any person presents a petition petition, or files documents with the appropriate legal authorities a court or any registrar, for its winding-up, administration, examinationjudicial management, dissolutiondissolution or reorganisation (by way of voluntary arrangement, bankruptcy (faillite/faillissement) scheme of arrangement or judicial composition (concordat judiciaire/gerechtelijk akkoordotherwise); (iv) any Security is enforced over any of its assets; (v) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) judicial management or judicial composition (concordat judiciaire/gerechtelijk akkoord) dissolution is made; (vvi) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire judicial manager or similar officer is appointed in respect of itit or any of its assets; (vivii) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator administrator, judicial manager or similar officer; or (viiviii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 fourteen (14) days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as approved by the Majority Lenders may agree Lenders; or (acting reasonably)ii) any such steps or proceedings that are frivolous or vexatious and contested by the relevant Obligor in good faith and discharged or struck out within the appropriate statutory time limit in the jurisdiction in which such action is commenced.

Insolvency Proceedings. Any corporate action, legal proceedings or other procedure or step is taken in relation to: (a) Except as provided belowthe suspension of payments generally, a moratorium of any indebtedness (other than Non-Recourse Debt), winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor, other than a solvent liquidation or reorganisation of an Obligor which is approved by the Agent (acting on the instructions of the following occurs in respect of a Material Group Member:Majority Lenders); (ib) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with the creditors or any class of its creditorscreditors of an Obligor other than for the purposes of the Demerger; (iic) the appointment of a meeting liquidator (other than in respect of it a solvent liquidation of an Obligor which is convened for approved by the purpose Agent (acting on the instructions of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passed; (iii) any person presents a petition or files documents with the appropriate legal authorities for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoordMajority Lenders); (iv) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager), receiver, administrator, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire compulsory manager or other similar officer is appointed in respect of it; an Obligor or any of its assets (vi) its directors or but other officers request the appointment of than under a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerSecurity which secures Non-Recourse Debt only); or (viid) enforcement of any Security over any assets of an Obligor (other than a Security which secures Non-Recourse Debt only), or any analogous procedure or step or procedure is taken in any jurisdiction. jurisdiction (b) Paragraph (a) above does not apply to“Relevant Action”). No Event of Default under this Clause 23.7 will occur if: (ie) any step or procedure which is part of a Permitted Transactionthe Relevant Action was not initiated by the applicable Obligor; orand (iif) a petition for winding-up presented by a creditor which the Relevant Action is being contested in good faith and with due diligence reversed, withdrawn, discharged, permanently stayed, discharged or where steps are diligently being taken to remedy the grounds for the petition and otherwise remedied within 60 days of when it was commenced or taken; and (in each caseg) the relevant petition Obligor, throughout that period, uses its best endeavours to procure the reversal, withdrawal, discharge, stay or other remedy, and consults with the Agent, and keeps it fully informed to an extent satisfactory to the Agent. To avoid doubt, an Event of Default will occur immediately if the Relevant Action is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under initiated by an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)Obligor.

Insolvency Proceedings. (a) Except as provided belowAny corporate action, any of the following occurs legal proceedings or other procedure or step is taken in respect of a Material Group Memberrelation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, judicial management, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group; (ii) a composition, compromise, assignment or arrangement with any creditor of any member of the Group; (iii) the appointment of a liquidator, receiver, administrative receiver, receiver and manager, administrator, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or any of its assets; (iv) enforcement of any Security over any assets of any member of the Group, judicial manager; or (v) any analogous procedure or step is taken with a view in any jurisdiction, provided that no Event of Default will occur under this paragraph (a) in respect of proceedings relating to a moratorium petition to wind-up a member of the Group which the Majority Lenders determine are frivolous or vexatious and which are discharged or dismissed within 15 Business Days of presentation. (b) Any US Guarantor: (i) applies for, or consents to, the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a composition, substantial part of its property; (ii) makes a general assignment or similar arrangement with any for the benefit of its creditors; (ii) a meeting of it is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passed; (iii) any person presents commences a petition or files documents with the appropriate legal authorities for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)voluntary case under US Bankruptcy Law; (iv) an order for its files a petition with respect to itself seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganisation, liquidation, dissolution, arrangement or winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is madeor readjustment of debts; (v) takes any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in corporate action for the purpose of effecting any of the foregoing with respect of itto itself; (vi) is unable or admits inability to pay its directors debts as they fall due, suspends making payments on any of its debts or other officers request the appointment by reason of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator actual or similar officeranticipated financial difficulties; or (vii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part the subject of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days involuntary proceedings under US Bankruptcy Law. Table of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably).Contents

Insolvency Proceedings. (a) Except as provided belowAny step (including petition, any of the following occurs in respect of proposal or convening a Material Group Membermeeting) is taken with a view: (i) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any creditors of its creditors;an Obligor or any Material Subsidiary; or (ii) to the rehabilitation, appointment of a trustee, administration, custodianship, judicial management, liquidation, appointment of a business rescue practitioner, provisional liquidation, winding-up or dissolution of a member of the Group or any other insolvency proceedings involving an Obligor or any Material Subsidiary, which step, if taken by any person other than an Obligor or a Material Subsidiary is not withdrawn or dismissed within 30 days or, if earlier, by the second Business Day before the date for hearing of the relevant petition or legal proceedings; (b) a meeting of it an Obligor or any Material Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding-up, its administration, examination its dissolution, or dissolution for the appointment of a liquidator, business rescue practitioner, provisional liquidator, trustee or administrator to it, or any such resolution is passed; (iiic) any person presents a petition for the winding up of, administration of, dissolution of or files documents with the appropriate legal authorities for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord); (iv) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment of a liquidator, provisional liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, or administrator or similar officerbusiness rescue practitioner to an Obligor or any Material Subsidiary which step, if taken by any person other than an Obligor or a Material Subsidiary, is not withdrawn or dismissed within 30 days or, if earlier, by the second Business Day before the date for hearing the petition or legal proceedings; or (viid) an order for the winding-up or administration or commencement of business rescue proceedings of an Obligor or any Material Subsidiary is made, other analogous step than in respect of a solvent liquidation of a member of the Group which is not an Obligor or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)Reorganisation.

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group MemberAny Debtor: (i) any step becomes insolvent or is taken unable to pay its debts or admits inability to pay its debts as they fall due, suspends making payments or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to a moratorium reduce, reschedule or a composition, assignment or similar arrangement with restructure in any other way any of its creditorsindebtedness (including, without limitation the ad-hoc mandate or preventive concordat); (ii) a meeting the value of it the assets of any Debtor is convened for the purpose of considering any resolution for less than its liabilities (taking into account contingent or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passedprospective liabilities); (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency, judicial reorganisation or dissolution and/or liquidation or any person presents other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition or files documents with the appropriate legal authorities is presented for its winding-upinsolvency, administrationjudicial reorganisation, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)dissolution and/or liquidation; (iv) an order has a resolution passed for its winding-up, administration, examinationinsolvency, dissolution, judicial reorganisation, bankruptcy or liquidation (faillite/faillissement) other than pursuant to a merger or judicial composition (concordat judiciaire/gerechtelijk akkoord) is madeother kind of consolidation); (v) any seeks, or becomes subject to, the appointment of an administrator, liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory managerconservator, receiver, administrative receivertrustee, administrator, voorlopig bewindvoerder/ administrateur judiciaire custodian or other similar officer is appointed in respect of itofficial for any Debtor or for all or substantially all their goods and other assets; (vi) has a secured party take possession of all or substantially all its directors assets or has an execution, attachment, garnishment, sequestration or other officers request legal process levied, enforced or sued on or against all or substantially all its assets; (vii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerforegoing acts; or (viiviii) any other analogous step causes, becomes subject to or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and put under liquidation (in each caseRomanian, lichidare), dissolution (in Romanian, dizolvare) (other than pursuant to a merger or other kind of consolidation) or causes, becomes subject to or is put under any event which, under the relevant petition is discharged or struck out within 90 days (or within 30 days applicable laws, would have an analogous effect to any of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)events specified above.

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group Member: (i) any step Any legal proceeding or other formal procedure is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of it is convened for the purpose of considering any a resolution for in relation to: (or to petition fora) its the bankruptcy, the suspension of payments, winding-up, administrationdissolution, examination liquidation, annulment as a legal entity, administration or dissolution reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor or any such resolution is passedMaterial Subsidiary other than a solvent liquidation or reorganisation of any Material Subsidiary; (iiib) a general composition, assignment or arrangement with all of the creditors of an Obligor or any person presents Material Subsidiary relating to a petition or files documents with the appropriate legal authorities for general rescheduling of its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)financial indebtedness; (ivc) an order for the appointment of a liquidator (other than (i) a winding up petition which is frivolous or vexatious and which is, in any event, discharged within 30 days of its winding-uppresentation and (ii) in respect of a solvent liquidation of any Material Subsidiary), administrationreceiver, examinationadministrator, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodianadministrative receiver, compulsory manager, receiveran administrateur judiciaire/gerechtelijk bestuurder, administrative receivera speciaal commissaris/commissaire spécial, administrator, voorlopig bewindvoerder/ administrateur judiciaire a séquestre/sekwester or other similar officer is appointed in respect of it; an Obligor or any Material Subsidiary or all or any part (vihaving an aggregate value of at least euro 10,000,000) of its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerassets; or (viid) enforcement of any other Security over all or substantially all of the assets of an Obligor or any Material Subsidiary which is not discharged within 30 days of the relevant legal proceeding or formal procedure being taken, or any analogous procedure or step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply jurisdiction including, without limitation, if the Austrian Guarantor is subject to: (i) any step or procedure which bankruptcy proceedings (Konkursverfahren) commenced pursuant to the KO, unless the application for such proceedings is part dismissed within thirty days from (but excluding) the day it is filed (unless dismissed on the ground that the costs of a Permitted Transactionthe bankruptcy proceedings were likely to exceed the assets of such person (Abweisung xxxxxxx kostendeckenden Vermögens)); or (ii) a petition any composition proceedings (Ausgleichsverfahren) commenced pursuant to the AO; or (iii) any reorganisation proceedings (Reorganisationsverfahren) under the URG (save for winding-up presented any solvent reorganisation previously approved by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree in writing, such approval not to be unreasonably withheld), unless, in relation to sub-paragraphs (acting reasonablyii) and (iii), the opening of the relevant proceedings is the only action that has occurred, or, without limitation, if a Swiss Obligor is subject to: (i) bankruptcy proceedings (Betreibung auf Konkurs); (ii) composition with creditors (Nachlassverfahren) including in particular moratorium (Nachlassstundung), proceedings regarding composition agreements (Nachlassvertrag) and emergency moratorium (Notstundung); (iii) proceedings regarding postponement of maturity (Fälligkeitsaufschub); (iv) postponement of the opening of bankruptcy or moratorium proceedings pursuant to article 725a or article 817 of the CO respectively (Konkursaufschub/Gesellschaftsrechtliches Moratorium); or (v) a notification to a judge of a capital loss or over-indebtedness under these provisions.

Insolvency Proceedings. (a) Except as provided below, any Any of the following occurs in respect of a Material Group Memberan Obligor: (i) any formal step is taken or corporate resolution made with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of it is convened voluntary petition for the purpose opening of considering any resolution for (insolvency or to petition for) its winding-upsimilar proceedings is filed by an Obligor, administration, examination unless such proceedings are in connection with a merger or dissolution consolidation or any other kind of combination with another company which: (A) is expressly permitted under this Agreement; or (B) the Facility Agent has given prior consent to, and to the extent that the relevant Obligor is affected, such resolution is passedother company assumes the relevant Obligor’s obligations or all liabilities of the company in liquidation are serviced in full in the context of the liquidation; (iii) any person presents a petition petition, or files documents with a court or any registrar, for the appropriate legal authorities for opening of insolvency proceedings, its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) dissolution or judicial composition (concordat judiciaire/gerechtelijk akkoord)liquidation unless it is arbitrary and is not expected to succeed; (iv) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) administration or judicial composition (concordat judiciaire/gerechtelijk akkoord) dissolution is made; (v) a court order for commencement of insolvency proceedings or for rejection of insolvency proceedings due to lack of funds is made; (vi) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator insolvency administrator, interim insolvency administrator, custodian or similar officer is appointed by the court in respect of it or any of its assets; (vii) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator insolvency administrator, interim insolvency administrator, custodian or similar officer; or (viiviii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part If a moratorium occurs in respect of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy an Obligor, the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days ending of the end moratorium will not remedy any Trigger Event caused by the moratorium, notwithstanding any other term of any longer period applicable under an order of court staying proceedings) the Finance Documents that a Trigger Event will continue to be outstanding unless and until it is remedied or such longer period as the Majority Lenders may agree (acting reasonably)waived.

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group Memberthe Company: (i) any step is taken by the Company with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of it its shareholders is convened for the purpose of considering any resolution for, to petition for (or to petition file documents with a court or any registrar for) , its winding-up, administration, examination administration or dissolution or any such resolution is passedpassed (except, in each case, where in connection with or for the purpose of an amalgamation, demerger, merger or reconstruction permitted under the Finance Documents); (iii) any person presents a petition petition, or files documents with the appropriate legal authorities a court or any registrar for, for its winding-up, administrationadministration or dissolution (except, examinationin each case, dissolutionwhere in connection with or for the purpose of an amalgamation, bankruptcy (faillite/faillissementdemerger, merger or reconstruction permitted under the Finance Documents) other than where the petition or judicial composition (concordat judiciaire/gerechtelijk akkoord)filing is frivolous or vexatious and is being contested in good faith and is in any event discharged within 60 days; (iv) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) administration or judicial composition (concordat judiciaire/gerechtelijk akkoord) dissolution is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire administrator or similar officer is appointed in respect of itit or a substantial part of its assets and any such appointment is not being contested in good faith and with due diligence provided that to the extent that any such appointment is being so contested it is in any event discharged within 60 days of the date of the relevant appointment; (vi) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or (vii) any other analogous step or procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) to a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)60 days.

Insolvency Proceedings. (a) Except as provided belowAn involuntary proceeding is commenced or an involuntary petition is filed against the Company, any of the following occurs in respect of a Borrower or any Material Group MemberSubsidiary seeking: (i) liquidation, reorganisation or other relief in respect of the Company or any step is taken with Material Subsidiary or its debts, or of a view to a moratorium substantial part of its assets, under any federal, state or a compositionforeign bankruptcy, assignment insolvency, receivership or similar arrangement with law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of its creditorsthe foregoing shall be entered. (b) The Company, any Borrower or any Material Subsidiary shall: (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); (ii) consent to the institution of, or fail to contest in a meeting timely and appropriate manner, any proceeding or petition described in paragraph 22.7(a)(i) of it is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passedthis Clause 22.7; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, any person presents Borrower or any Material Subsidiary or for a petition or files documents with the appropriate legal authorities for substantial part of its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)assets; (iv) file an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is madeanswer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; or (vi) take any liquidatoraction for the purpose of effecting any of the foregoing. (c) Any board or shareholder resolution is passed, trustee legal proceedings or other constitutional procedure or step is taken by any Obligor or Material Subsidiary (other than any Obligor or Material Subsidiary incorporated in bankruptcya jurisdiction of the U.S.) (such Obligor or Material Subsidiary, examinationa “Non-U.S. Entity”) whether voluntary or involuntary in relation to: (i) the suspension of payments, judicial custodiana moratorium of any indebtedness, compulsory managerwinding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Non-U.S. Entity other than a solvent liquidation or reorganisation of any Non-U.S. Entity which is not an Obligor; (ii) (by reason of financial difficulties) a composition, compromise, assignment or arrangement with any creditor of any Non-U.S. Entity; (iii) the appointment of a liquidator (other than in respect of a solvent liquidation of any Non-U.S. Entity which is not an Obligor), receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire compulsory manager or other similar officer is appointed in respect of itany Non-U.S. Entity or any of its assets; (viiv) its directors enforcement of any Security over any assets of any Borrower organized under the laws of England and Wales, or any other officers request Borrower capable of becoming subject of an order for winding-up or administration under the appointment Insolvency Xxx 0000, if in excess of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerGBP 25,000,000; or (viiv) any analogous procedure or step is taken in any jurisdiction. This paragraph (c) shall not apply to any to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within 21 days of commencement. (d) Any corporate action legal proceeding or other analogous formal step or procedure is taken by or in any jurisdiction. (b) Paragraph (a) above does not apply relation to a Borrower or Material Subsidiary incorporated in Germany in relation to: (i) the filing for the opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens) in relation to it or any step or procedure which is part of a Permitted Transactionits assets; or (ii) the competent court takes any of the actions set out in section 21 German Insolvency Code (Anordnung von Sicherungsmaßnahmen) against it; or (iii) a petition competent court institutes or rejects (for winding-up presented by a creditor reason of insufficiency of its funds to implement such proceedings (Abweisung xxxxxxx Xxxxx)) insolvency proceedings against it (Eröffnung des Insolvenzverfahrens) save that this paragraph (d) shall not apply to any action, proceeding, procedure or formal step which is being contested in good faith frivolous or vexatious and with due diligence is discharged, stayed or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out dismissed within 90 days (or within 30 21 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)commencement.

Insolvency Proceedings. Any insolvency proceedings or other similar procedure is (i) opened with respect to an Obligor, or (ii) an Obligor has filed an application for such proceedings, or (iii) a third party has filed an application for such proceedings and, with respect to (i) or (iii) above such proceedings or application, as the case may be, is not dismissed (for a reason other than a lack of assets) or withdrawn within 10 Business Days from the date on which the relevant Obligor has obtained knowledge thereof or such longer period as caused by the inactivity of the competent court or authority evidenced to the reasonable satisfaction of the Agent in relation to: (a) Except the bankruptcy, the suspension of payments, winding-up, dissolution, liquidation, annulment as provided belowa legal entity, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor or any Material Subsidiary other than a solvent liquidation or a solvent reorganisation of any Material Subsidiary or to the extent mandatorily required pursuant to section 19 of the following occurs Austrian Business Reorganisation Act (“Unternehmensreorganisationsgesetz”), a solvent reorganisation of the Borrower; (b) a general composition, assignment or arrangement with all of the creditors of an Obligor or any Material Subsidiary relating to a general rescheduling of its financial indebtedness; (c) the appointment of a liquidator (other than in respect of a solvent liquidation of any Material Group MemberSubsidiary), receiver, administrator, administrative receiver, compulsory manager, an administrateur judiciaire/gerechtelijk bestuurder, a speciaal commissaris/commissaire spécial, a séquestre/sekwester or other similar officer in respect of an Obligor or any Material Subsidiary or all or any part (having an aggregate value of at least EUR 10,000,000) of its assets; or (d) enforcement of any Security over all or substantially all of the assets of an Obligor or any Material Subsidiary which is not discharged within 30 days of the relevant legal proceeding or formal procedure being taken, or any analogous procedure or step is taken in any jurisdiction, including, without limitation, if the Swiss Guarantor is subject to: (i) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditorsbankruptcy proceedings (Betreibung auf Konkurs); (ii) a meeting of it is convened for the purpose of considering any resolution for composition with creditors (or to petition forNachlassverfahren) its winding-upincluding in particular moratorium (Nachlassstundung), administration, examination or dissolution or any such resolution is passedproceedings regarding composition agreements (Nachlassvertrag) and emergency moratorium (Notstundung); (iii) any person presents a petition or files documents with the appropriate legal authorities for its winding-up, administration, examination, dissolution, bankruptcy proceedings regarding postponement of maturity (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoordFälligkeitsaufschub); (iv) an order for its winding-up, administration, examination, dissolution, postponement of the opening of bankruptcy or moratorium proceedings pursuant to article 725a or article 17 of the CO respectively (failliteKonkursaufschub/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made;Gesellschaftsrechliches Moratorium); or (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment a notification to a judge of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator capital loss or similar officer; or (vii) any other analogous step or procedure is taken in any jurisdictionover-indebtedness under these provisions. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably).

Insolvency Proceedings. (a) Except as provided belowAn involuntary proceeding is commenced or an involuntary petition is filed against the Company, any of the following occurs in respect of a Borrower or any Material Group MemberSubsidiary seeking: (i) liquidation, reorganisation or other relief in respect of the Company or any step is taken with Material Subsidiary or its debts, or of a view to a moratorium substantial part of its assets, under any federal, state or a compositionforeign bankruptcy, assignment insolvency, receivership or similar arrangement with law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of its creditorsthe foregoing shall be entered. (b) The Company, any Borrower or any Material Subsidiary shall: (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); (ii) consent to the institution of, or fail to contest in a meeting timely and appropriate manner, any proceeding or petition described in paragraph 22.7(a)(i) of it is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passedthis Clause 22.7; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, any person presents Borrower or any Material Subsidiary or for a petition or files documents with the appropriate legal authorities for substantial part of its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)assets; (iv) file an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is madeanswer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; or (vi) take any liquidatoraction for the purpose of effecting any of the foregoing. (c) Any board or shareholder resolution is passed, trustee legal proceedings or other constitutional procedure or step is taken by any Obligor or Material Subsidiary (other than any Obligor or Material Subsidiary incorporated in bankruptcya jurisdiction of the U.S.) (such Obligor or Material Subsidiary, examinationa "Non-U.S. Entity") whether voluntary or involuntary in relation to: (i) the suspension of payments, judicial custodiana moratorium of any indebtedness, compulsory managerwinding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Non-U.S. Entity other than a solvent liquidation or reorganisation of any Non-U.S. Entity which is not an Obligor; (ii) (by reason of financial difficulties) a composition, compromise, assignment or arrangement with any creditor of any Non-U.S. Entity (including but without limitation to a restructuring plan under Part 26A of the Companies Act 2006 in respect of an Obligor incorporated in the United Kingdom); (iii) the appointment of a liquidator (other than in respect of a solvent liquidation of any Non-U.S. Entity which is not an Obligor), receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire compulsory manager or other similar officer is appointed in respect of itany Non-U.S. Entity or any of its assets; (viiv) its directors enforcement of any Security over any assets of any Borrower organized under the laws of England and Wales, or any other officers request Borrower capable of becoming subject of an order for winding-up or administration under the appointment Insolvency Act 1986, if in excess of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerGBP 25,000,000; or (viiv) any analogous procedure or step is taken in any jurisdiction. This paragraph (c) shall not apply to any to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within 21 days of commencement. (d) Any corporate action legal proceeding or other analogous formal step or procedure is taken by or in any jurisdiction. (b) Paragraph (a) above does not apply relation to a Borrower or Material Subsidiary incorporated in Germany in relation to: (i) the filing for the opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens) in relation to it or any step or procedure which is part of a Permitted Transactionits assets; or (ii) the competent court takes any of the actions set out in section 21 German Insolvency Code (Anordnung von Sicherungsmaßnahmen) against it; or (iii) a petition competent court institutes or rejects (for winding-up presented by a creditor reason of insufficiency of its funds to implement such proceedings (Abweisung mxxxxxx Mxxxx)) insolvency proceedings against it (Eröffnung des Insolvenzverfahrens) save that this paragraph (d) shall not apply to any action, proceeding, procedure or formal step which is being contested in good faith frivolous or vexatious and with due diligence is discharged, stayed or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out dismissed within 90 days (or within 30 21 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)commencement.

Insolvency Proceedings. (a) Except as provided below, any The carrying out of one of the following occurs actions in respect of a any Material Group Member: (ia) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditorsbailout and other bankruptcy prevention measures; (iib) the commencement of liquidation or bankruptcy proceedings or the appointment of a meeting of it is convened for the purpose of considering any resolution for (liquidation commission or to petition for) its winding-up, administration, examination similar body or dissolution or any such resolution is passedofficial; (iiic) the filing in court by any person presents Material Group Member of an application to declare such Material Group Member bankrupt; (d) the filing in court by any creditor of any Obligor of an application to declare such Material Group Member bankrupt or to liquidate it (or any other similar procedure), if the arbitrazh court or other competent court, within 30 (thirty) calendar days from the date of the determination to accept the application to declare the Material Group Member bankrupt, does not issue a petition determination on refusing to instigate supervision and dismissing the application, a determination on refusing to instigate supervision and terminating proceedings in the bankruptcy case, a determination on returning this application, a determination on terminating proceedings in the bankruptcy case, a decision on refusing to declare bankruptcy or files documents with other similar judicial act, which results in the appropriate legal authorities for its winding-uptermination of the bankruptcy proceedings or refusal to initiate such proceedings; (e) the institution of supervision (nablyudeniye), administrationexternal management (vneshneye upravleniye), examinationfinancial recovery (finansovoe ozdorovleniye), dissolution, or bankruptcy management (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoordkonkursnoye proizvodstvo); (ivf) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment of a liquidatortemporary administrator, trustee in bankruptcyadministrator, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator receiver or any other person performing similar officer; orfunctions; (viig) convening a meeting of creditors to consider a settlement agreement; (h) initiation of any other analogous step or bankruptcy procedure is taken in any jurisdiction. (b) Paragraph (a) above does not apply to:established by the Bankruptcy Law; (i) enforcement of any step or procedure which is part Encumbrance established in respect of any assets of a Permitted Transaction; orMaterial Group Member, if the amount of assets in respect of which such Encumbrance is established exceeds RUB 100,000,000 (one hundred million); (iij) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken carrying out any other similar procedures under the law on insolvency (bankruptcy) applicable to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days (or within 30 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)Material Group Member.

Insolvency Proceedings. (a) Except as provided belowAn involuntary proceeding is commenced or an involuntary petition is filed against the Company, any of the following occurs in respect of a Borrower or any Material Group MemberSubsidiary seeking: (i) liquidation, reorganisation or other relief in respect of the Company or any step is taken with Material Subsidiary or its debts, or of a view to a moratorium substantial part of its assets, under any federal, state or a compositionforeign bankruptcy, assignment insolvency, receivership or similar arrangement with law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of its creditorsthe foregoing shall be entered. (b) The Company, any Borrower or any Material Subsidiary shall: (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including, without limitation, any applicable provisions or any corporations legislation); (ii) consent to the institution of, or fail to contest in a meeting timely and appropriate manner, any proceeding or petition described in paragraph 22.7(a)(i) of it is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution or any such resolution is passedthis Clause 22.7; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, any person presents Borrower or any Material Subsidiary or for a petition or files documents with the appropriate legal authorities for substantial part of its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord)assets; (iv) file an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord) is madeanswer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; or (vi) take any liquidatoraction for the purpose of effecting any of the foregoing. (c) Any board or shareholder resolution is passed, trustee legal proceedings or other constitutional procedure or step is taken by any Obligor or Material Subsidiary (other than any Obligor or Material Subsidiary incorporated in bankruptcya jurisdiction of the U.S.) (such Obligor or Material Subsidiary, examinationa "Non-U.S. Entity") whether voluntary or involuntary in relation to: (i) the suspension of payments, judicial custodiana moratorium of any indebtedness, compulsory managerwinding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Non-U.S. Entity other than a solvent liquidation or reorganisation of any Non-U.S. Entity which is not an Obligor; (ii) (by reason of financial difficulties) a composition, compromise, assignment or arrangement with any creditor of any Non-U.S. Entity (including but without limitation to a restructuring plan under Part 26A of the Companies Axx 0000 in respect of an Obligor incorporated in the United Kingdom); (iii) the appointment of a liquidator (other than in respect of a solvent liquidation of any Non-U.S. Entity which is not an Obligor), receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire compulsory manager or other similar officer is appointed in respect of itany Non-U.S. Entity or any of its assets; (viiv) its directors enforcement of any Security over any assets of any Borrower organized under the laws of England and Wales, or any other officers request Borrower capable of becoming subject of an order for winding-up or administration under the appointment Insolvency Axx 0000, if in excess of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officerGBP 25,000,000; or (viiv) any analogous procedure or step is taken in any jurisdiction. This paragraph (c) shall not apply to any to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within 21 days of commencement. (d) Any corporate action legal proceeding or other analogous formal step or procedure is taken by or in any jurisdiction. (b) Paragraph (a) above does not apply relation to a Borrower or Material Subsidiary incorporated in Germany in relation to: (i) the filing for the opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens) in relation to it or any step or procedure which is part of a Permitted Transactionits assets; or (ii) the competent court takes any of the actions set out in section 21 German Insolvency Code (Anordnung von Sicherungsmaßnahmen) against it; or (iii) a petition competent court institutes or rejects (for winding-up presented by a creditor reason of insufficiency of its funds to implement such proceedings (Abweisung mxxxxxx Mxxxx)) insolvency proceedings against it (Eröffnung des Insolvenzverfahrens) save that this paragraph (d) shall not apply to any action, proceeding, procedure or formal step which is being contested in good faith frivolous or vexatious and with due diligence is discharged, stayed or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out dismissed within 90 days (or within 30 21 days of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)commencement.

Insolvency Proceedings. (aA) Except as provided in paragraph (B) below, any of the following occurs in respect of a Material Group Memberan Obligor or the KEG Branch or KEI: (i) any step a written resolution is taken with a view to a moratorium passed or a composition, assignment or similar arrangement with any of its creditors; (ii) resolution is passed at a meeting of it is convened its shareholders, directors or other officers to petition for the purpose of considering any resolution for (or to petition for) its winding-up, administration, examination or dissolution file documents with a court or any such resolution is passed; (iii) any person presents a petition or files documents with the appropriate legal authorities registrar for its winding-up, administration, examination, administration or dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord); (ivii) any person presents a petition, or files documents with a court or any registrar for its winding-up, administration or dissolution; (iii) an order for its winding-up, administration, examination, dissolution, bankruptcy (faillite/faillissement) administration or judicial composition (concordat judiciaire/gerechtelijk akkoord) dissolution is made; (viv) any liquidator, provisional liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any material part of its assets; (v) a moratorium is declared in relation to the indebtedness of an Obligor, (vi) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, provisional liquidator, receiver, administrative receiver, administrator or similar officer, (vii) any composition, compromise, assignment or arrangement is made with any of its creditors; or (viiviii) any other analogous step or procedure is taken in any jurisdiction. (bB) Paragraph (aA) above does not apply to: (i) any step or procedure which is part of a Permitted Transactionre-organisation of an Obligor on a solvent basis with the consent of the Majority Lenders (acting reasonably); or (ii) a in the case of sub-paragraph (ii) or (iv) (or any step or procedure under sub-paragraph (vi) that is analogous to sub-paragraph (ii) or (iv)), if the relevant step, petition for winding-up presented or filing is made by a creditor which person other than an Obligor, shareholder or their respective officers or directors and the relevant Obligor is being contested taking steps in good faith and with due diligence for such proceedings or where steps are diligently being taken action to remedy be stayed, discontinued, revoked or set aside and the grounds for the petition and same is stayed, discontinued, revoked or set aside within a period of 60 days; or (in each caseiii) the relevant petition is discharged or struck out within 90 days (or within 30 days any enforcement action that applies to assets having an aggregate value of the end of any longer period applicable under an order of court staying proceedings) or such longer period as the Majority Lenders may agree (acting reasonably)less USD 5 million.

Insolvency Proceedings. (a) Except as provided below, any of the following occurs in respect of a Material Group Member: (i) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditorscreditors generally; (ii) a meeting of it is convened for the purpose of considering any resolution for (or to petition for) for its winding-winding up, administration, examination administration or dissolution or any such resolution is passed; (iii) any person presents a petition or files documents with the appropriate legal authorities for its winding-bankruptcy, winding up, administration, examination, administration or dissolution, bankruptcy (faillite/faillissement) or judicial composition (concordat judiciaire/gerechtelijk akkoord); (iv) an order for its winding-winding up, administration, examination, dissolution, bankruptcy (faillite/faillissement) administration or judicial composition (concordat judiciaire/gerechtelijk akkoord) dissolution is made; (v) any liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire administrator or similar officer is appointed in respect of it; (vi) its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, examination, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or; (vii) any other analogous step or procedure is taken in any jurisdiction; or (viii) in relation to any Obligor incorporated in Switzerland, the (insolvency) terms referred to above shall include any steps and actions under Swiss law which are analogous to those described above, in particular, without limitation of the scope of the preceding paragraphs (i) - (vii), in respect of the following insolvency proceedings: Betreibung auf Konkurs (bankruptcy proceedings), Nachlassverfahren (composition with creditors) including in particular Nachlassstundung (moratorium) and proceedings regarding Nachlassvertrag (composition agreements) and Notstundung (emergency moratorium), proceedings regarding Fälligkeitsaufschub (postponement of maturity), Konkursaufschub/Gesellschaftsrechtliches Moratorium (postponement of the opening of bankruptcy; moratorium proceedings) pursuant to art. 725a or art. 817 CO, notification of the judge of a capital loss or over-indebtedness under these provisions and Auflösung/Liquidation. (b) Paragraph (a) above does not apply to: (i) any step or procedure which is part of a Permitted Transaction; or (ii) a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence or where steps are diligently being taken to remedy the grounds for the petition and (in each case) the relevant petition is discharged or struck out within 90 days fourteen days. (or within 30 days c) Notwithstanding the provisions of this Clause 21.7, if any proceeding under the Bankruptcy Code of the end United States or equivalent state debtor relief law relating to any U.S. Obligor is instituted without the consent of any longer period applicable under such U.S. Obligor, then such proceeding shall not constitute an Event of Default unless such case has not been dismissed or stayed within 60 calendar days, or an order of court staying proceedings) or for relief has been entered in any such longer period as the Majority Lenders may agree (acting reasonably)proceeding.