Common use of Insolvency Clause in Contracts

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or makes an application to be declared insolvent or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by formal notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.1.3(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.1.3(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.1.3(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by Notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.1.3(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.1.3(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.1.3(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its any of their respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Bxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower it in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by Notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable admit in writing its inability to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Loan Party (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Loan Party or of all or any substantial part (i.e., i.e. 33-1/3% or more) of the assets or property of Borrowerany Loan Party; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) Borrower any Loan Party or its directors or a majority shareholders of the holders of its Equity Interests shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower any Loan Party being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiiC) Borrower any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (vE) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowerany Loan Party, of any trustee, receiver or liquidator of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Any Borrower or Qualified Subsidiary (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Person or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Person; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) any Borrower or its directors Qualified Subsidiary or the Board or majority shareholders of the holders of the Equity Interests of the foregoing shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower a Borrower, or a Qualified Subsidiary being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealedappealed within twenty (20) days; or (iiiC) Borrower any Borrower, or Qualified Subsidiary shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower or Qualified Subsidiary in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (vE) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrowerthe applicable Borrower or Qualified Subsidiary, of any trustee, receiver or liquidator of Borrower such Person or of all or any substantial material part of the properties of Borrower such Person without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an The institution by a Party of proceedings under any federal or state law for the relief of debtors wherein such Party is seeking relief as debtor, (ii) a general assignment by a Party for the benefit of creditors; , (iii) the institution by a Party of a proceeding for relief under the United States Bankruptcy Code, (iv) the institution against a Party of a proceeding under the United States Bankruptcy Code, which proceeding is not dismissed, stayed or discharged within 60 days after the filing thereof or, if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding, (iiv) shall be unable the admission by a Party in writing of its inability to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; mature or (vi) shall cease operations of its business as its business has normally been conductedthe attachment, execution or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or other judicial seizure of all or any substantial part of the properties membership interests, stock, partnership interests or other equity interests in a Party which remains undismissed or undischarged for a period of Borrower without 15 days after the levy thereof, if such appointment being vacatedattachment, execution or other judicial seizure would reasonably be expected to have a material adverse effect upon the performance by such Party of its obligations under this Agreement; orprovided, however, that any such attachment, execution or seizure shall not constitute an Event of Default if such Party posts a bond sufficient to fully satisfy the amount of such claim or judgment within 15 days after the levy thereof and the Party’s membership interests are thereby released from the lien of such attachment (each an “Event of Bankruptcy”); provided, however, that notwithstanding the foregoing or any provision of Delaware law to the contrary, none of the Events of Bankruptcy enumerated above shall be deemed an Event of Default hereunder until such time as: (a) a chapter 11 trustee or an examiner with expanded powers is appointed to exercise rights otherwise vested in the Party’s estate or in the Party as debtor in possession, (b) the Event of Bankruptcy is a chapter 7 case in which an order for relief is entered, or a chapter 11 case that has been converted to chapter 7 by entry of an order directing such conversion, (c) following an Event of Bankruptcy, the Party does not perform its obligations hereunder, or (d) following an Event of Bankruptcy, the Required Lenders under the Construction Facility declare an event of default thereunder.”

Insolvency. Borrower or any Guarantor (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or such Guarantor or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of BorrowerBorrower or such Guarantor; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees, or becomes insolvent; or (vii) Borrower or such Guarantor or its directors or majority shareholders (or equivalent position) shall take any action initiating any of the foregoing actions described in clauses (iA)(i) through (viA)(vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower or any Guarantor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower or such Guarantor being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower or such Guarantor shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower or such Guarantor in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of BorrowerBorrower or such Guarantor, of any trustee, receiver or liquidator of Borrower or such Guarantor or of all or any substantial part of the properties of Borrower or such Guarantor without such appointment being vacated; or

Insolvency. Borrower Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(m), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (ias defined below), (B) shall make an assignment for the benefit of creditorsCompany and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; or and (ii) shall be with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as they such debts and liabilities become due, absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be unable beyond its respective ability to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to as such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; ordebts mature.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) 30 days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) 30 days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or makes an application to be declared insolvent or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by formal notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant's interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-forty five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Company (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be admit in writing that it is unable to pay its debts as they become due, or be unable to pay or perform the Secured Obligations under the Loan Transaction Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself itself, as debtor, any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Company or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Company; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower such Company or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower such Company seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Company being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Company shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Company in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Company, of any trustee, receiver or liquidator of Borrower such Company or of all or any substantial part of the properties of Borrower such Company without such appointment being vacated; or;

Insolvency. Borrower (A) The Company or any of its Subsidiaries shall (i) shall generally not pay its debts as such debts become due (which in the case of a Luxembourg entity, and without prejudice to the provisions set out in this paragraph, means that such Luxembourg entity is or is deemed to be in a state of cessation of payments (cessation de payments) and has lost its commercial creditworthiness (ebranlement de credit)), (ii) admit in writing its inability to pay its debts generally, (iii) make an a general assignment for the benefit of creditors; or (iiiv) any proceeding shall be unable instituted by or against the Company or any of its Subsidiaries seeking to pay its debts as they become dueadjudicate it a bankrupt or insolvent, or be unable to pay or perform under the Loan Documentsseeking liquidation, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionwinding up, answer, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors (such as, law in particular, under Luxembourg law, a “faillite”, “gestion contrôlée”, “concordat préventif de la faillite” or regulation pertinent to such circumstances; a “liquidation judiciaire”), or (v) shall seek seeking the entry of an order for relief or consent to or acquiesce in the appointment of any a receiver, trustee, receiver, custodian or liquidator of Borrower other similar official for it or of all or for any substantial part of its property and, in the case of any such proceeding instituted against it (i.e.but not instituted by it), 33-1/3% either such proceeding shall remain undismissed or more) unstayed for a period of 60 days, or any of the assets actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or property the appointment of Borrowera receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (vi) shall cease operations the Company or any of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders Subsidiaries shall take any corporate action initiating to authorize any of the foregoing actions described set forth above in clauses this subsection (e); provided, however, that no Event of Default will occur under this subsection (e) if the events or circumstances referred to in paragraphs (i) through (vi); iv) above apply only to a Subsidiary or Subsidiaries of the Company which is or are not Borrowers unless: (Bx) either (i) forty-five (45) days shall have expired after the commencement aggregate amount of an involuntary action against Borrower seeking reorganizationthe consolidated assets of each Subsidiary of the Company which is the subject of any event or circumstance, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting when aggregated with the operations or consolidated assets of each other Subsidiary of the business of Borrower being stayed; or (ii) a stay Company which is the subject of any such order event or proceedings circumstance, is equal to or greater than 7.5% of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or (y) the aggregate amount of the consolidated net sales of each Subsidiary of the Company which is the subject of any such event or circumstance, when aggregated with the consolidated net sales of each other Subsidiary of the Company which is the subject of any such event or circumstance, is equal to or greater than 7.5% of the consolidated net sales of the Company and its Subsidiaries, taken as a whole, and for purposes of paragraphs (x) and (y) above, the consolidated assets and consolidated net sales of any Subsidiary of the Company shall thereafter be set aside determined by reference to the most recent financial year of the Company and the action setting it aside most recent set of annual audited accounts of the relevant Subsidiary of the Company, if any (which, in the case of the consolidated assets and consolidated net sales of the Company and its Subsidiaries, taken as a whole, shall not be timely appealed; mean the financial statements referred to in Section 4.01(e) or (iiithe most recent set of financial statements delivered pursuant to Section 5.01(h), whichever has been most recently delivered to the Agent hereunder) Borrower shall file any answer admitting or not contesting provided that in the material allegations absence of a petition filed against Borrower in any such proceedings; or (iv) the court accounts in which such proceedings are pending shall enter a decree or order granting the relief sought in relation to any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part Subsidiary of the properties Company the figures for consolidated assets and consolidated net sales of Borrower without such appointment being vacatedSubsidiary shall be determined by such Subsidiary’s auditors; or

Insolvency. Borrower or any Subsidiary (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under due in the Loan Documentsordinary course of business, or shall become insolventinsolvent (when taken as a whole on a consolidated basis); or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or such Subsidiary or of all or any substantial material part (i.e., 33-1/3% or more) of the assets or property of BorrowerBorrower or such Subsidiary; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or a Subsidiary or its respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial material part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for a period of more than five consecutive business days, or terminate substantially all of its employees; or (vii) becomes insolvent; or (viii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vivii); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform the Secured Obligations under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for 3 consecutive business days, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Tenant shall be in default upon the occurrence of one or more of the following events (A) each, an "Event of Default"): (i) shall make Tenant files a petition in bankruptcy or otherwise seeks any judicial protection, stay or relief against its creditors generally, (ii) an involuntary petition in bankruptcy against Tenant or any request for the appointment of a receiver or a custodian or other similar officer for any portion of the Tenant's property is filed or made and not dismissed within 90 days; or (iii) the assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under creditors of any portion of the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcyTenant's property is made; or (iv) Tenant's interests in this Lease shall file be attached, levied upon or judicially seized, whereupon Landlord may, by notice to Tenant, terminate this Lease, and neither Tenant nor any petitionperson claiming through or under Tenant shall be entitled to be in possession of the Premises but shall forthwith surrender the same, answerand Landlord, in addition to the other rights Landlord may have, retains as security for its damages any Rent, Security Deposit or document seeking other monies received by Landlord on behalf of Tenant. If any such action, case or petition has been commenced by an unrelated third party against Tenant and is dismissed within a period of 90 days, then the Event of Default shall be deemed cured for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar purposes hereof. This Lease is upon the further condition that if a petition for relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) chapter of the assets Bankruptcy Code is filed by an unrelated third party against Tenant and the trustee or property of Borrower; debtor or (vi) shall cease operations of its business as its business debtor in possession has normally been conducted, not cured all defaults hereunder and assigned or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any assumed this Lease under the Bankruptcy Code within 90 days after the entry of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days Order for Relief, then this Lease shall, at Landlord's sole option, terminate. In case of termination pursuant to this Section 15.1, Tenant shall have expired after the commencement indemnify Landlord against all costs and expenses and loss of an involuntary action against Borrower seeking reorganizationRent, arrangement, composition, readjustment, liquidation, dissolution or similar relief including amounts due under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orSection 15.3.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) This Agreement shall automatically terminate without further action by either Lessor or Licensor if Lessee is or becomes Insolvent. For purposes of this section, “Insolvent” shall mean: (i) shall make Lessee files a voluntary petition under any bankruptcy, reorganization, or insolvency law of any jurisdiction; (ii) an involuntary petition under any bankruptcy, reorganization, or insolvency law of any jurisdiction is filed against Lessee that is not withdrawn within fifteen (15) days after filing; (iii) Lessee consents to or applies for appointment of a trustee, receiver, custodian, or similar official for itself or for all or substantially all its assets; (iv) A trustee, receiver, custodian, or similar official is appointed to take possession of all or substantially all of Lessee’s assets and is not dismissed within fifteen (15) days after appointment; (v) Lessee makes any assignment for the benefit of creditors; or (iivi) shall be unable to pay its debts as they become duean order for relief is entered against Lessee under any bankruptcy, reorganization, or be unable to pay insolvency law of any jurisdiction ; or perform under the Loan Documentsany case, proceeding, or shall become insolvent; or other action seeking such an order remains undismissed for fifteen (iii15) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowerdays after its filing; or (vi) shall cease operations any writ of its business as its business has normally been conductedattachment, garnishment, or terminate execution is levied against all or substantially all of its employeesLessee’s assets; or all or substantially all of Lessee’s assets become subject to any attachment, garnishment, execution, or other judicial seizure, and the same is not satisfied, removed, released, or bonded within fifteen (vii15) Borrower days after the date the writ was levied or its directors or majority shareholders shall take any action initiating any the date of the foregoing actions described attachment, garnishment, execution, or other judicial seizure. In the event that Lessee is or becomes Insolvent, then all Processing Fees and/or Rents becomes immediately due in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside circumstances and the action setting it aside shall Unit must be promptly returned in a commercially reasonable period of time not be timely appealed; or to exceed thirty (iii30) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; ordays.

Insolvency. Borrower This Agreement may be terminated, prior to the expiration of its term, upon fifteen (A15) days written notice by either party: (i) in the event that the other party hereto shall (1) apply for, take any step towards or consent to the appointment of, or the taking of possession by, a receiver, custodian, administrator, trustee or liquidator of itself or of all or a substantial part of its property, (2) make an a general assignment for the benefit of its creditors, (3) commence a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect (the "Bankruptcy Code") or analogous proceeding in any other jurisdiction, (4) file a petition seeking to take advantage of any law (the "Bankruptcy Laws") relating to bankruptcy, administration, insolvency, reorganization, winding-up, or composition or readjustment of debts in any jurisdiction, (5) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code or analogous proceeding in any other jurisdiction, or (6) take any corporate action for the purpose of effecting any of the foregoing; or (ii) if a proceeding or case shall be unable to pay commenced against the other party hereto in any court of competent jurisdiction, seeking (1) its debts as they become dueliquidation, or be unable to pay or perform under the Loan Documentsadministration, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present winding-up, or future statutethe composition or readjustment of its debts, law or regulation pertinent to such circumstances; or (v2) shall seek or consent to or acquiesce in the appointment of any a trustee, receiver, custodian, administrator, liquidator or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) the like of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower party or of all or any substantial part of its assets, or (3) similar relief under any Bankruptcy Laws, or an order, judgment or decree approving any of the properties foregoing shall be entered and continue unstayed for a period of Borrower without such appointment being vacated60 days; oror an order for relief against the other party hereto shall be entered in an involuntary case under the Bankruptcy Code or analogous laws in any other jurisdiction.

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3331/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower, any of its Subsidiaries, or any Qualifying Physician Group; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group or its respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, any of its Subsidiaries, or any Qualifying Physician Group, as applicable, of any trustee, receiver or liquidator of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group or of all or any substantial part of the properties of Borrower Borrower, any of its Subsidiaries, or any Qualifying Physician Group without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conductedbusiness, or shall terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders (or equivalent position) shall or majority members or equivalent position, take any action initiating any of the foregoing actions described in clauses (iA)(i) through (viA)(vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror (C) shall take any action in furtherance or preparation of any of the foregoing.

Insolvency. (a) If Parent, the Borrower (A) or any of its Subsidiaries shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, custodian, liquidator or liquidator trustee of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting for it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of its property or assets, or (viii) commence any proceeding relating to it under any Debtor Relief Law; or (b) if there shall be commenced against Parent, the properties Borrower or any of its Subsidiaries any such proceeding and the same shall not be dismissed within 30 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against Parent, the Borrower without such appointment being vacatedor any of its Subsidiaries; or (c) if Parent, the Borrower or any of its Subsidiaries shall have concealed, 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 shall have made or suffered a transfer of any of its property which may be fraudulent under any Debtor Relief Law including any fraudulent transfer or fraudulent conveyance or similar Law; or (d) if Parent, the Borrower or any of its Subsidiaries shall have made any transfer of its property to or for the benefit of a creditor which constitutes a preferential transfer under any bankruptcy or similar Law; or (e) if Parent, the Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. (a) If the Borrower (A) or any of the other Loan Parties shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, custodian, liquidator or liquidator trustee of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting for it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of its property or assets, or (viii) commence any proceeding relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against the properties Borrower or any of the other Loan Parties any such proceeding and the same shall not be dismissed within sixty (60) days or an order, judgment or decree approving the petition in any such proceeding shall be entered against the Borrower without such appointment being vacatedor any of the other Loan Parties; or (c) if the Borrower or any of the other Loan Parties shall have concealed, 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 shall have made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (d) if the Borrower or any of the other Loan Parties shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. Borrower (A) (ia) shall make an assignment for the benefit of creditors; or (iib) shall be unable admit in writing its inability to pay its debts as they become due, or be unable its inability to pay or perform under the Loan Documents, or shall become insolvent; or (iiic) shall file a voluntary petition in bankruptcy; or (ivd) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (ve) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vif) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viig) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (ia) through (vif); or (B) either (ia) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (iib) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiic) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (ivd) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of any Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of any Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or any Borrower, its directors or a majority of its shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against such Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, winding up or similar relief relief, or appointing a custodian, receiver, liquidator, administrator, trustee or similar custodian under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) such Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of such Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventInsolvent; or (iii) shall file a voluntary petition voluntarily seeks, consents to, or acquiesces in bankruptcythe benefit of any Debtor Relief Law; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (viv) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viivi) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulationDebtor Relief Law, without such action being dismissed dismissed, or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order against any Borrower granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower If the Tenant or any guarantor of the Tenant: (Ain the case of a company) goes into liquidation (i) shall make an assignment either voluntary or compulsory other than a voluntary liquidation of a solvent company for the benefit purpose of amalgamation or reconstruction) or if a receiver or an administrator is appointed; or makes an application to be declared insolvent or becomes apparently insolvent; or makes any arrangement with creditors; or (iiin the case of a company) shall be unable to pay its debts as they become due, is struck off the register of companies or be unable to pay or perform under the Loan Documents, or shall become insolventis dissolved; or (iiiin the case of an individual) shall file has been sequestrated, enters in to an individual voluntary arrangement or signs a voluntary petition trust deed for creditors; the Landlord may (subject to the terms of the Enterprise Act 2002) terminate this Lease with immediate effect by formal notice to the Tenant and enter, repossess and enjoy the Premises as if this Lease had not been granted. If, prior to this Lease being terminated in bankruptcyaccordance with Clause 6.1.3(a), the Insolvency Practitioner or Creditor delivers a validly executed personal undertaking (in a form acceptable to the Landlord) to accept personal liability for the payment of the Rent (whether due for the period before or after the Insolvency Date) and for the performance of all of the other obligations of the Tenant under this Lease from the Insolvency Date until the earlier of: the date of the permitted disposal of the Tenant’s interest under this Lease; the expiry of a [six] month period from the Insolvency Date; and the End Date; then the Landlord will not exercise its right in Clause 6.1.3(a) until the expiry of the period of [six] months from the Insolvency Date. If the Insolvency Practitioner or (iv) shall file Creditor delivers to the Landlord a validly executed personal undertaking as specified in Clause 6.1.3(b), the Landlord will deal with any petition, answer, or document seeking request for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to assign this Lease made by the Insolvency Practitioner or acquiesce Creditor in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of same manner mutatis mutandis as if the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally request had been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of made by the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orTenant.

Insolvency. With respect to the Borrower, any action shall be taken by or on behalf of the Borrower (A) (i) for the termination, winding up, liquidation or dissolution of the Borrower; or the Borrower shall make an assignment for the benefit of creditors; or (ii) shall , be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) the Borrower shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) the Borrower shall file any petition, answera petition or answer or consent seeking the reorganization of the Borrower, or document seeking for itself the readjustment of any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancesof the Indebtedness of the Borrower; or (v) the Borrower shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or the Borrower shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the Property or assets or property of the Borrower; or (vi) any corporate action shall cease operations be taken by the Borrower for the purpose of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, Borrower shall have expired after be adjudicated as bankrupt or insolvent; or any petition for any proceedings in bankruptcy or liquidation or for the commencement reorganization or readjustment of an involuntary action against Indebtedness of the Borrower seeking reorganizationshall be filed, arrangementor any case or proceeding shall be commenced, composition, readjustment, liquidation, dissolution or similar relief under any present applicable bankruptcy or future statuteinsolvency laws now or hereafter existing, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting against the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of or any trusteereceiver, receiver administrator, custodian, liquidator or liquidator of trustee shall be appointed for Borrower or of for all or any substantial part of the properties property of the Borrower without and such appointment being vacated; orcase or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to the Borrower under the provisions of the United States Bankruptcy Code, as amended;

Insolvency. An Insolvency Proceeding (whether voluntary or ---------- involuntary) shall be commended against the Borrower (A) (i) or any subsidiary of the Borrower; or the Borrower or any subsidiary of the Borrower shall file a petition initiating or shall otherwise institute any similar Insolvency Proceeding under any other applicable federal or state law, or shall consent thereto; or the Borrower or any subsidiary of the Borrower shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers, or the Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors; or (ii) the Borrower or any subsidiary of the Borrower shall be unable admit in writing its inability to pay its debts generally as they become due; or, if an involuntary case shall be commenced seeking the liquidation or reorganization of the Borrower or any subsidiary of the Borrower under Chapter 7 or Chapter 11, respectively, of the United States Bankruptcy Code, or any similar proceeding shall be unable to pay commenced against the Borrower or perform any subsidiary of the Borrower under any other applicable federal or state law, and (i) the Loan Documents, or shall become insolventpetition commencing the involuntary case is not timely controverted; or (iiiii) shall file a voluntary the petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in commencing the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) involuntary case is not dismissed within forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealedits filing; or (iii) Borrower shall file an interim trustee is appointed to take possession of all or a portion of the property and/or to operate all or any answer admitting or not contesting part of the material allegations business of a petition filed against Borrower in any such proceedingsthe debtor; or (iv) the court in which such proceedings are pending an order for relief shall enter have been issued or entered therein; or a decree or order granting of a court having jurisdiction in the relief sought in any such proceedings; premises for the appointment of a receiver, liquidator, sequestrator, trustee or (v) forty-five (45) days shall have expired after other officer having similar powers over the appointmentdebtor, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties property of any of the foregoing, shall have been entered; or any other similar relief shall be granted against the Borrower without such appointment being vacatedor any subsidiary of the Borrower, under any applicable federal or state law; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease its operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders stockholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable admit in writing its inability to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent,; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five ninety (4590) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors Board or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) any Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of such Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of the applicable Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, due or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally nominally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-forty five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower A Loan Party (Aa) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, application, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, judicial management, moratorium order or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, liquidator or liquidator judicial manager of Borrower such Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Loan Party; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower such Loan Party or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (Bb) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower such Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, judicial management or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Loan Party shall file any answer admitting or not contesting the material allegations of a petition or an application filed against Borrower such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Loan Party, of any trustee, receiver receiver, liquidator or liquidator judicial manager of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower (A) (i) Any action shall be taken by or on behalf of any Credit Party or any of its Subsidiaries for the termination, winding up, liquidation or dissolution (other than in respect of a Permitted Dissolution) of any Credit Party or any of its Subsidiaries; (ii) any Credit Party or any of its Subsidiaries shall make an general assignment for the benefit of creditors; creditors or (ii) shall be becomes insolvent or otherwise unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) any Credit Party or any of its Subsidiaries shall call a meeting of creditors for the composition of its debts; (iv) any Credit Party or any of its Subsidiaries shall file a petition or answer or consent seeking the readjustment of any of the Indebtedness of any Credit Party or any of its Subsidiaries; (v) any Credit Party or any of its Subsidiaries shall commence any voluntary petition in bankruptcy; or (iv) shall case, file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief proceeding as a debtor under any present applicable insolvency, reorganization or future statutebankruptcy laws now or hereafter existing, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment including The Bankruptcy Code of any trustee1978, receiveras amended, or liquidator of Borrower or of all Title 11 U.S.C. §101 et seq. or any substantial part foreign equivalent thereof (i.e.collectively, 33-1/3% or more) of the assets or property of Borrower“Insolvency Laws”); or (vi) any corporate, or as applicable, limited liability company action shall cease operations be taken by any Credit Party or any of its business as its business has normally been conducted, or terminate substantially all Subsidiaries for the purpose of its employeeseffecting any of the foregoing; or (vii) Borrower any case or its directors proceeding is commenced against a Credit Party to obtain any order or majority shareholders shall take decree from any action initiating court of competent jurisdiction to appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of any Credit Party or any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or its Subsidiaries for any substantial part of its Property and such involuntary case or proceeding shall remain undismissed for a period not to exceed sixty (60) days so long as (A) the properties Credit Parties timely controvert such involuntary case or proceeding and (B) no order appointing such Person is entered against any Credit Party or any of Borrower without its Subsidiaries during such appointment being vacated60-day period; oror (viii) any petition for any proceedings in bankruptcy, receivership, dissolution, or liquidation or for the reorganization or readjustment of Indebtedness of any Credit Party or any of its Subsidiaries shall be commenced involuntarily under any applicable Insolvency Laws against any Credit Party or any of its Subsidiaries and such involuntary case or proceeding shall remain undismissed for a period not to exceed sixty (60) days so long as (A) the Credit Parties timely controvert such involuntary case or proceeding and (B) no order for relief is entered against any Credit Party or any of its Subsidiaries during such 60-day period;

Insolvency. Borrower The Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (A25%) (i) or more of the Borrowing Base Hotel Value shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an a general assignment for the benefit of creditors; or (ii) any proceeding shall be unable to pay its debts as they become dueinstituted by or against the Borrower, the Parent, any of their respective Subsidiaries, or be unable the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base Hotel Value seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionseeking liquidation, answerwinding up, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; seeking the entry of an order for relief or (v) shall seek or consent to or acquiesce in the appointment of any trustee, a receiver, trustee or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or for any substantial part of its property and, in the properties case of Borrower without any such appointment being vacatedproceeding instituted against the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base Hotel Value, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; oror the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base Hotel Value shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orbe

Insolvency. Borrower The Borrower, any Guarantor or any of their respective Subsidiaries shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; The Borrower, any Guarantor or any of their respective Subsidiaries shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (iB) shall make an a general assignment for the benefit of its creditors, (C) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or any other Debtor Relief Law, (D) file a petition seeking to take advantage of any other Debtor Relief Law, (E) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or any other Debtor Relief Law, or (F) take any corporate action for the purpose of effecting any of the foregoing; or (ii) A proceeding or case shall be unable to pay commenced, without the application or consent of the Borrower, any Guarantor or any of their respective Subsidiaries, as applicable, in any court of competent jurisdiction, seeking (A) its debts as they become dueliquidation, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present winding-up, or future statutethe composition or readjustment of its debts, law or regulation pertinent to such circumstances; or (vB) shall seek or consent to or acquiesce in the appointment of any a trustee, receiver, custodian, liquidator or liquidator the like of Borrower or of all the Borrower, any Guarantor or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or their respective Subsidiaries of all or any substantial part of its respective assets, (C) similar relief in respect of the properties Borrower, any Guarantor or any of Borrower without their respective Subsidiaries under any Debtor Relief Law, and such appointment being vacatedproceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, or (D) an order for relief against the Borrower, any Guarantor or any of their respective Subsidiaries shall be entered in an involuntary case under the Federal Bankruptcy Code or any other Debtor Relief Law; orJudgments. Any judgment or order for the payment of money in excess of $500,000 shall be rendered against the Borrower, any Guarantor or any of their respective Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

Insolvency. (a) Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (Bb) either (i) forty-five thirty (4530) days shall have expired after the commencement of an any Insolvency Proceeding or any other involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any action shall be taken by or on behalf of any Borrower (A) (i) for the termination, winding up, liquidation or dissolution of a Borrower; or any Borrower shall make an assignment for the benefit of creditors; , become insolvent or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) any Borrower shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) any Borrower shall file any petition, answera petition or answer or consent seeking the reorganization of a Borrower, or document seeking for itself the readjustment of any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancesof the Indebtedness of a Borrower; or (v) any Borrower shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or any Borrower shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the Property or assets or property of a Borrower; or (vi) any corporate action shall cease operations be taken by any Borrower for the purpose of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, any Borrower shall have expired after be adjudicated as bankrupt or insolvent; or any petition for any proceedings in bankruptcy or liquidation or for the commencement reorganization or readjustment of an involuntary action against Indebtedness of a Borrower seeking reorganizationshall be filed, arrangementor any case or proceeding shall be commenced, composition, readjustment, liquidation, dissolution or similar relief under any present applicable bankruptcy or future statuteinsolvency laws now or hereafter existing, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of against any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of or any trusteereceiver, receiver administrator, custodian, liquidator or liquidator of trustee shall be appointed for any Borrower or of for all or any substantial part of the properties Property of a Borrower without and such appointment being vacated; orcase or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to a Borrower under the provisions of the United States Bankruptcy Code, as amended;

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under due in the Loan Documents, or shall become insolventordinary course of business; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancescircumstances except as permitted under Section 7.10 of this Agreement; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable fail to pay its debts as they become due, or be unable shall make an assignment for the benefit of its creditors, or shall admit, in writing, its inability to pay its debts as they become due, or perform shall file a petition under any chapter of the Loan DocumentsUnited States Bankruptcy Code or any similar law, now or hereafter existing, or shall become “insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer” as that term is generally defined under the United States Bankruptcy Code, or document seeking shall in any involuntary bankruptcy case commenced against it file an answer admitting insolvency or inability to pay its debts as they become due, or shall fail to obtain a dismissal of such case within thirty (30) calendar days after its commencement or shall convert the case from one chapter of the United States Bankruptcy Code to another chapter, or be the subject of an order for itself relief in such bankruptcy case, or be adjudged a bankrupt or insolvent, or shall have a custodian, trustee, or receiver appointed for, or have any court take jurisdiction of, its property, or any part thereof, in any voluntary or involuntary proceeding, including, but not limited to, those for the purpose of reorganization, arrangement, compositiondissolution, readjustment, or liquidation, dissolution or similar relief under any present or future statuteand such custodian, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside receiver shall not be timely appealed; discharged, or such jurisdiction shall not be relinquished, vacated, or stayed within thirty (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. (i) Borrower shall (A) admit in writing its inability to, or shall fail generally or be generally unable to, pay its debts (iincluding its payrolls) shall as such debts become due, (B) make an a general assignment for the benefit of creditors; , (C) be dissolved, liquidated, wound up or cease its corporate existence, or (iiD) shall be unable commence any voluntary proceeding or case seeking to pay its debts as they become dueadjudicate it a bankrupt or insolvent, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentintervention, liquidationsuspension of payments, dissolution or similar relief composition of it or its debt under any present law relating to bankruptcy, insolvency, suspension of payments or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the seeking appointment of any a receiver, trustee, receiverintervenor or liquidator, or liquidator of Borrower other similar official for it or of all or for any substantial part of its property, (i.e., 33-1/3% ii) an involuntary proceeding or more) case shall be commenced against Borrower seeking any of the assets foregoing relief and remain undismissed for a period of 30 days; (iii) an order for relief or other order or adjudication shall be entered against Borrower under any such bankruptcy, insolvency or similar law; (iv) any receiver, trustee, or other official or Person shall be appointed to take possession of any property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiv) Borrower or its directors or majority shareholders shall take any corporate action initiating to authorize, or shall consent to, any of the foregoing actions or events set forth above in this paragraph. If any Event of Default shall occur and be continuing, Lender may, by notice to Borrower, declare the entire unpaid principal amount of this Note, all interest accrued and unpaid hereon and all other amounts due hereunder to be forthwith due and payable, whereupon the principal hereof, all such accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, provided that if an event described in clauses paragraph (c) above shall occur, the result which would otherwise occur only upon giving of notice by Lender to Borrower as specified above shall occur automatically, without the giving of any such notice. Borrower agrees to pay on demand the costs and expenses of Lender, and fees and disbursements of counsel, in connection with any Event of Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, this Note, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. No single or partial exercise of any power under this Note shall preclude any other or further exercise of such power or exercise of any other power. No delay or omission on the part of Lender in exercising any right under this Note shall operate as a waiver of such right or any other right thereunder. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, sent or delivered to the respective parties hereto at or to their respective addresses set forth herein, or at or to such other address as shall be designated by any party in a written notice to the other party hereto. All such notices and communications shall be effective: (i) through (vi)if delivered by hand, when delivered; or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay if sent by overnight courier service, when delivered; and (iii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, first class (or air mail, with respect to communications to be sent to or from the United States), postage prepaid. This Note shall be binding on Borrower and its successors and assigns, and shall be binding upon and inure to the benefit of Lender, any future holder of this Note and their respective successors and assigns. Borrower may not assign or transfer this Note or any of its obligations hereunder without Lender’s prior written consent. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby (a) submits to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the Federal courts of the United States sitting in the District of Massachusetts (collectively, the “Massachusetts Courts”), for the purpose of any action or proceeding arising out of or relating to this Note, (b) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such order action or proceedings shall thereafter be set aside proceeding brought in any of the Massachusetts Courts, and any objection on the ground that any such action setting it aside shall not be timely appealed; or proceeding in any Massachusetts Court has been brought in an inconvenient forum, and (iiic) Borrower shall file any answer admitting or not contesting agrees that (to the material allegations of extent permitted by applicable law) a petition filed against Borrower final judgment in any such proceedings; action or (iv) proceeding brought in a Massachusetts Court shall be conclusive and may be enforced in other jurisdictions by suit on the court in which such proceedings are pending shall enter a decree judgment or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orother manner permitted by law.

Insolvency. Borrower The Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (A25%) (i) or more of the Borrowing Base shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an a general assignment for the benefit of creditors; or (ii) any proceeding shall be unable to pay its debts as they become dueinstituted by or against the Borrower, the Parent, any of their respective Subsidiaries, or be unable the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionseeking liquidation, answerwinding up, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; seeking the entry of an order for relief or (v) shall seek or consent to or acquiesce in the appointment of any trustee, a receiver, trustee or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or for any substantial part of its property and, in the properties case of Borrower without any such appointment being vacatedproceeding instituted against the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; oror the Borrower, the Parent, any of their respective Subsidiaries, or the Approved Participating Lessee or Approved Manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Borrowing Base shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower or Qualified Subsidiary (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Person or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Person; or (viF) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) any Borrower or its directors Qualified Subsidiary or the Board or majority shareholders of the holders of the Equity Interests of the foregoing shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower a Borrower, or a Qualified Subsidiary being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or appealed within twenty (iii20) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacateddays; or

Insolvency. Any action shall be taken by or on behalf of Borrower (A) (i) or any of its Subsidiaries for the termination, winding up, liquidation or dissolution of Borrower or any of its Subsidiaries; or Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors; , become insolvent or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) Borrower or any of its Subsidiaries shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) Borrower shall file a petition or answer or consent seeking the reorganization of Borrower or any petition, answerof its Subsidiaries, or document seeking for itself the readjustment of any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancesof the Indebtedness of Borrower; or (v) Borrower or any of its Subsidiaries shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or Borrower or any of its Subsidiaries shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the Property or assets of Borrower or property any of Borrowerits Subsidiaries; or (vi) any corporate action shall cease operations be taken by Borrower or any of its business as its business has normally been conducted, or terminate substantially all Subsidiaries for the purpose of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, Borrower or any of its Subsidiaries shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution be adjudicated as bankrupt or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayedinsolvent; or (ii) a stay any petition for any proceedings in bankruptcy or liquidation or for the reorganization or readjustment of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator Indebtedness of Borrower or any of its Subsidiaries shall be filed, or any case or proceeding shall be commenced, under any applicable bankruptcy or insolvency laws now or hereafter existing, against Borrower or any of its Subsidiaries, or any receiver, administrator, custodian, liquidator or trustee shall be appointed for Borrower or any of its Subsidiaries or for all or any substantial part of the properties Property of Borrower without or any of its Subsidiaries and such appointment being vacated; orcase or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to Borrower or any of its Subsidiaries under the provisions of the United States Bankruptcy Code, as amended;

Insolvency. Borrower Any Loan Party (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform the Secured Obligations under the Loan Documents, or shall become insolventinsolvent (and in the case of (i) an Austrian Guarantor or (ii) Nabriva Ireland or Parent, Insolvent); or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, Examiner, receiver, or liquidator of Borrower such Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Loan Party; or (vi) shall cease operations of its business as its business has normally been conductedconducted for 3 consecutive Business Days, or terminate substantially all of its employees; or (vii) Borrower any Loan Party or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower such Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Loan Party, of any trustee, Examiner, receiver or liquidator of Borrower such Loan Party or of all or any substantial part of the properties of Borrower such Loan Party without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable admit in writing its inability to pay its debts as they become due, or be unable its inability to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees, or becomes insolvent; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be generally unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) If at any time during the Lease Term, (i) proceedings in bankruptcy shall make be instituted (voluntarily or involuntarily) by or against Tenant or Buffets, Inc., a Minnesota corporation (“Guarantor”) that result in the filing of a voluntary petition or the entry of an assignment order for the benefit of creditors; relief, or (ii) Tenant or Guarantor shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant or Guarantor, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Code of the United States of America (or under any other present or future federal or state statute, law or regulation pertinent of similar intent or application), and such filing is not vacated or withdrawn within sixty (60) days thereafter, or (iii) a trustee or receiver shall be appointed to take possession of the Demised Property, or of all or substantially all of the business or assets of Tenant or Guarantor, and such circumstances; appointment is not vacated or withdrawn and possession restored to Tenant within sixty (60) days thereafter, or (iv) a general assignment or arrangement is made by Tenant or Guarantor for the benefit of creditors, or (v) shall seek any sheriff, marshal, constable or consent to or acquiesce in other duly-constituted public official takes possession of the appointment of any trusteeDemised Property, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) substantially all of the business or assets of Tenant or property Guarantor by authority of Borrower; any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of sixty (60) days after the levy thereof, or (vi) Tenant or Guarantor shall cease operations of admit in writing Tenant’s or Guarantor’s inability to pay its business debts as its business has normally been conducted, or terminate substantially all of its employeesthey become due; or (vii) Borrower Tenant or its directors Guarantor files an answer admitting or majority shareholders shall take failing timely to contest a material allegation of a petition filed against Tenant or Guarantor, respectively, in any action initiating any of the foregoing actions described in clauses (i) through (vi)such proceeding; or (Bviii) either within ninety (i) forty-five (4590) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant or Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside proceeding shall not have been dismissed. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting permitted by the material allegations bankruptcy court having jurisdiction, cure all defaults of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part Tenant hereunder outstanding as of the properties date of Borrower without the affirmance of this Lease and provide to Landlord such appointment being vacated; oradequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease.

Insolvency. Borrower Any of the following occur: (Aa)Tenant (the term “Tenant” shall include, for the purpose of this Section 17.8, any guarantor of Tenant’s obligations hereunder) takes any steps or commences any proceedings for the dissolution, winding-up or other termination of its existence or the liquidation of its assets, other than in connection with a Transfer made in compliance with this Lease; (i) shall b)ant becomes bankrupt or insolvent, gives notice of its intention to make an or makes any voluntary proposal, assignment or arrangement for the benefit of creditors; its creditors under any statute for bankrupt or (ii) shall be unable to pay its debts as they become dueinsolvent debtors or files any application or commences any proceedings seeking any stay, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution composition or similar relief readjustment under any present statute for bankrupt or future statuteinsolvent debtors, law or regulation pertinent to such circumstances; or (v) shall seek or consent consents to or acquiesce acquiesces in any such application or proceedings made by any other person or entity; (c) an application is filed or any steps are taken or proceedings commenced by any person or entity against Tenant to declare it bankrupt or insolvent, or for the dissolution, winding-up or other termination of Tenant’s existence or the liquidation of its assets (other than in connection with a Transfer made in compliance with this Lease), or seeking the appointment of any a trustee, receiver, receiver and manager, monitor, interim receiver, custodian, sequestrator, liquidator or other person or entity with similar powers in respect of Tenant or seeking any stay, reorganization, arrangement, composition or readjustment under any statute for bankrupt or insolvent debtors, to which Tenant, as the case may be, has not consented or acquiesced, unless such application or proceedings are stayed and being actively and diligently contested in good faith; (d) a trustee in bankruptcy, receiver, receiver and manager, interim receiver, monitor, custodian, sequestrator, liquidator or any other person or entity with similar powers is appointed with respect to Tenant or a material portion of Borrower its business or assets or of all the Premises or any substantial part portion thereof or interest therein, unless such appointment is being actively and diligently contested in good faith and is set aside, discharged, cancelled or annulled within 30 days after it is made; (i.e.e) this Lease or any material portion of Tenant’s assets on the Premises are taken or seized under a writ of execution, 33-1/3% assignment, pledge, charge, debenture, or more) other security instrument and such writ is not stayed or vacated within 15 days after the date of the assets or property of Borrowersuch taking; or (vif) shall cease operations Tenant makes a sale in bulk of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any assets out of the foregoing actions described ordinary course of business other than in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief conjunction with a Transfer permitted under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; orthis Lease;

Insolvency. Borrower (A) shall either: (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become duedue in the ordinary course of business, or be unable to pay or perform under the Loan Documents, or (iii) shall become insolventinsolvent (when taken as a whole on a consolidated basis, it being clarified that, without derogating from the other provisions of this Section 9.5(A), the mere fact that the outstanding amount of Secured Obligations is greater than the Borrower’s cash balance at a specific point in time, shall not in itself result in the Borrower’s being deemed insolvent for the purpose of this clause (iii)); or (iiiiv) shall file a voluntary petition in bankruptcy; or (ivv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vvi) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial material part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vivii) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiviii) Borrower or its respective directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vivii); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial material part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan DocumentsDocuments or Warrant, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any action shall be taken by or on behalf of Borrower (A) (i) for the termination, winding up, liquidation or dissolution of Borrower; or Borrower shall make an assignment for the benefit of creditors; , become insolvent or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) Borrower shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) Borrower shall file any petition, answera petition or answer or consent seeking the reorganization of Borrower, or document seeking for itself the readjustment of any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancesof the Indebtedness of Borrower; or (v) Borrower shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or Borrower shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the Property or assets or property of Borrower; or (vi) any corporate action shall cease operations be taken by Borrower for the purpose of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, Borrower shall have expired after be adjudicated as bankrupt or insolvent; or any petition for any proceedings in bankruptcy or liquidation or for the commencement reorganization or readjustment of an involuntary action against Indebtedness of Borrower seeking reorganizationshall be filed, arrangementor any case or proceeding shall be commenced, composition, readjustment, liquidation, dissolution or similar relief under any present applicable bankruptcy or future statuteinsolvency laws now or hereafter existing, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of or any trusteereceiver, receiver administrator, custodian, liquidator or liquidator of trustee shall be appointed for Borrower or of for all or any substantial part of the properties Property of Borrower without and such appointment being vacated; orcase or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to Borrower under the provisions of the United States Bankruptcy Code, as amended;

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employeesemployees without making adequate provisions for the hiring of replacements; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Obligor (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Obligor or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrowerany Obligor; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or any Obligor, its directors or a majority of its shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower such Obligor seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, winding up or similar relief relief, or appointing a custodian, receiver, liquidator, administrator, trustee or similar custodian under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower such Obligor being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower such Obligor shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Obligor in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowersuch Obligor, of any trustee, receiver or liquidator of Borrower such Obligor or of all or any substantial part of the properties of Borrower such Obligor without such appointment being vacated; or

Insolvency. Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower (A) or any of their respective Material Subsidiaries shall: (i) shall become insolvent or generally fail to pay debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, Receiver, administrator, sequestrator or other custodian for Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or substantially all of the property of any thereof, or make an a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, Receiver, administrator, sequestrator or other custodian for Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within sixty (ii60) shall be unable days, provided that Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries hereby expressly authorize Administrative Agent and each Lender to pay its debts as they become dueappear in any court conducting any relevant proceeding during such sixty (60) day period to preserve, or be unable to pay or perform protect and defend their rights under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file permit or suffer to exist the commencement of any petitionInsolvency Proceeding, answerbankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or document seeking any dissolution, winding up or liquidation proceeding, in respect of Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries, and, if any such case or proceeding is not commenced by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries, such case or proceeding shall be consented to or acquiesced in by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or shall result in the entry of an order for itself relief or shall remain for sixty (60) days undismissed and unstayed, provided that Holdings, Company, Xxxxx-Xxxxxxxx, any reorganizationAdditional Domestic Subsidiary Borrower, arrangementany Offshore Borrower or any of their respective Material Subsidiaries hereby expressly authorize Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60) day period to preserve, composition, readjustment, liquidation, dissolution or similar relief protect and defend their rights 128 under any present or future statute, law or regulation pertinent to such circumstancesthe Loan Documents; or (v) shall seek take any corporate or consent to partnership action (or acquiesce comparable action, in the appointment case of any trustee, receiverother form of legal entity) authorizing, or liquidator of Borrower or of all or any substantial part (i.e.in furtherance of, 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described foregoing; provided, however, that no Event of Default shall be deemed to have occurred for purposes of this Section 10.1(i) in clauses the event that any Australian Subsidiary other than ACI, with the consent of Administrative Agent (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside which consent shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting unreasonably withheld), commences a voluntary winding up with respect to itself for the material allegations purposes of a petition filed against Borrower in any such proceedings; solvent reconstruction or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oramalgamation under Australian law.

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) 30 days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) 30 days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror 9.6

Insolvency. A Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of a Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for 3 consecutive business days, or terminate substantially all of its employees; or (vii) a Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against a Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of a Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) a Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of a Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated, or (C) a Borrower becomes insolvent; or

Insolvency. Borrower Any Loan Party (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower any Loan Party or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowerany Loan Party; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower any Loan Party or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower any Loan Party being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower any Loan Party shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower any Loan Party in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrowerany Loan Party, of any trustee, receiver or liquidator of Borrower any Loan Party or of all or any substantial part of the properties of Borrower any Loan Party without such appointment being vacated; or

Insolvency. Borrower (Aa) (i) shall be unable to pay its debts (including trade debts) as they become due, or be unable to pay or perform under the Loan Documents, (ii) shall fail to maintain assets with a fair saleable value that exceeds the fair value of such Borrower’s liabilities, (iii) shall maintain an unreasonably small amount of capital with which to conduct its business, or (iv) shall otherwise become insolvent; or (b) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; , or (iviii) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (viv) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (viv) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viivi) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (viv); or (Bc) either (i) forty-forty five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower Xxxxxxxx being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-forty five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror 9.6

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted (provided that the normal conduct of business shall include the business conducted by the Borrower as of the date hereof and reasonable extensions thereof and businesses ancillary or complimentary thereto), or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Section 15.01 If at any time during the Lease Term, (A1) proceedings in bankruptcy shall be instituted (ivoluntarily or involuntarily) by or against Tenant or Guarantor which result in an adjudication of bankruptcy, and with respect to any involuntary proceeding, Tenant or Guarantor shall make an assignment for consent to the benefit of creditors; commencement thereof or any such proceeding not so consented to by Tenant or Guarantor is not stayed or withdrawn within sixty (60) days after commencement thereof or (ii2) if Tenant or Guarantor shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant or Guarantor, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Act of the United States of America (or under any other present or future statute, law or regulation pertinent to regulation), and such circumstances; filing is not vacated or withdrawn within sixty (60) days thereafter, or (v3) if a trustee or receiver shall seek or consent be appointed to or acquiesce in take possession of the appointment of any trusteeDemised Premises, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; the business or assets of Tenant, or Guarantor and such appointment is not vacated or withdrawn and possession restored to Tenant or Guarantor, as the case may be, within thirty (30) days thereafter, or (vii4) Borrower if a general assignment or its directors arrangement is made by Tenant or majority shareholders shall take Guarantor for the benefit of creditors, or (5) if any action initiating any sheriff, marshal, constable or other duly-constituted public official takes possession of the foregoing actions described in clauses Demised Premises, or of all or substantially all of the business or assets of Tenant or Guarantor by authority of any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of thirty (i30) through (vi); days after the levy thereof, or (B6) either if Tenant or Guarantor shall admit in writing Tenant's inability to pay its debts as they become due; the filing by Tenant or Guarantor of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant or Guarantor in any such proceeding; or, if within sixty (i) forty-five (4560) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant or Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such proceeding shall not have been dismissed, then an Event of Default under this Lease shall have occurred on the part of Tenant and Landlord may, at its option in any of such events, on thirty (30) days notice to Tenant, if such action being dismissed is not vacated or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or withdrawn during such thirty (ii30) a stay of any such order or proceedings shall thereafter be set aside day period, immediately recapture and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part take possession of the properties Demised Premises and terminate this Lease pursuant to process of Borrower without such appointment being vacated; orlaw.

Insolvency. (a) If a Borrower (A) or any of its Subsidiaries shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trusteeinterim receiver, receiver and manager, custodian, liquidator or liquidator trustee of Borrower or of all for it or any substantial part of its property or assets, or (viii) commence any case or proceeding relating to it under any Debtor Relief Law of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against a Borrower or any of its Subsidiaries any such case, petition or proceeding (including the properties filing of a notice of intention in respect thereof) and the same shall not be dismissed within 60 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against a Borrower without such appointment being vacatedor any of its Subsidiaries; or (c) if a Borrower or any of its Subsidiaries shall have concealed, 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 shall have made or suffered a transfer of any of its property which may be fraudulent under any Debtor Relief Law, fraudulent conveyance or similar law; or (d) if a Borrower or any of its Subsidiaries shall have made any transfer of its property to or for the benefit of a creditor which constitutes a preferential transfer under any Debtor Relief Law; or (e) if a Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. The Borrower (A) (i) or Dutterer's shall dissolve or suspend or discontinue its business, or shall make an assignment for the benefit of creditors or a composition with creditors; or (ii) , shall be unable or admit in writing its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; , shall become insolvent (howsoever such insolvency may be evidenced), shall be adjudicated insolvent or (iv) bankrupt, shall file petition or apply to any petitiontribunal for the appointment of any receiver, answerliquidator, custodian or document seeking trustee of or for itself it or any substantial part of its property or assets, shall commence any proceedings relating to it under any bankruptcy, reorganization, arrangement, compositionreadjustment of debt, readjustment, liquidationreceivership, dissolution or similar relief under any present or future statute, liquidation law or regulation pertinent to such circumstancesstatute of any jurisdiction, whether now or hereafter in effect; or (v) there shall seek be commenced against the Borrower or Dutterer's any such proceeding which shall remain undismissed for a period of 60 days or more, or any order, judgment or decree approving the petition in any such proceeding shall be entered; or the Borrower or Dutterer's shall by any act or failure to act indicate its consent to to, approval of or acquiesce acquiescence in, any such proceeding or in the appointment of any trustee, receiver, liquidator, custodian or liquidator trustee of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting for it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without its property or assets, or shall suffer any such appointment being vacatedto continue undischarged or unstayed for a period of 60 days or more; or the Borrower or Dutterer's shall take any action for the purpose of effecting any of the foregoing; or any court of competent jurisdiction shall assume jurisdiction with respect to any such proceeding or a receiver or trustee or custodian or other officer or representative of a court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or assets of the Borrower or Dutterer's; or

Insolvency. Borrower The Borrower, the Parent, any of their respective Subsidiaries, or any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (A25%) (i) or more of the Unencumbered Property Hotel Value shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an a general assignment for the benefit of creditors; or (ii) any proceeding shall be unable to pay its debts as they become dueinstituted by or against the Borrower, the Parent, any of their respective Subsidiaries, or be unable any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Unencumbered Property Hotel Value seeking to pay adjudicate it a bankrupt or perform under the Loan Documentsinsolvent, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petitionseeking liquidation, answerwinding up, or document seeking for itself any reorganization, arrangement, compositionadjustment, readjustmentprotection, liquidationrelief, dissolution or similar relief composition of it or its debts under any present law relating to bankruptcy, insolvency or future statutereorganization or relief of debtors, law or regulation pertinent to such circumstances; seeking the entry of an order for relief or (v) shall seek or consent to or acquiesce in the appointment of any trustee, a receiver, trustee or liquidator of Borrower other similar official for it or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or for any substantial part of its property and, in the properties case of Borrower without any such appointment being vacatedproceeding instituted against the Borrower, the Parent, any of their respective Subsidiaries, or any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Unencumbered Property Hotel Value, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; oror the Borrower, the Parent, any of their respective Subsidiaries, or any participating lessee or any property manager for Hotel Properties which comprise twenty-five percent (25%) or more of the Unencumbered Property Hotel Value shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-33 1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower Any Loan Party (i) (A) (i) shall make an assignment for the benefit of creditors; or (iiB) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiC) shall file a voluntary petition in bankruptcy; or (ivD) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (vE) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower such Person or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrowersuch Person; or (viF) except as otherwise permitted hereunder, shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viiG) Borrower or its directors the Board or majority shareholders of the holders of the Equity Interests of the foregoing shall take any action initiating any of the foregoing actions described in clauses (iA) through (viF); or (Bii) either (iA) forty-five (45) [***] days shall have expired after the commencement of an involuntary action against Borrower any Loan Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower any Loan Party, being stayed; or (iiB) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealedappealed within [***] days; or (iiiC) Borrower any Loan Party, shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower such Loan Party in any such proceedings; or (ivD) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (vE) forty-five (45) [***] days shall have expired after the appointment, without the consent or acquiescence of Borrowerthe applicable Loan Party, of any trustee, receiver or liquidator of Borrower such Person or of all or any substantial material part of the properties of Borrower such Person without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall otherwise become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of such Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of such Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees, or becomes insolvent; or (vii) such Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against any Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of any Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against such Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver or liquidator of such Borrower or of all or any substantial part of the properties of such Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (iA(i) through (viA(vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstancescircumstances except as permitted under Section 7.10; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of Borrower any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oror 9.6

Insolvency. Borrower Section 15.01 If at any time during the Lease Term, (A1) proceedings in bankruptcy shall be instituted (ivoluntarily or involuntarily) shall make by or against Tenant which result in an assignment for the benefit adjudication of creditors; bankruptcy, or (ii2) if Tenant shall be unable to pay its debts as they become duefile, or be unable to pay any creditor or perform under the Loan Documents, or shall become insolvent; or (iii) other person shall file a voluntary against Tenant, any petition in bankruptcy; or bankruptcy (iv) shall file any petitioni.e., answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relief) under the Bankruptcy Act of the United States of America (or under any other present or future statute, law or regulation pertinent to regulation), and such circumstances; filing is not vacated or withdrawn within sixty (60) days thereafter, or (v3) if a trustee or receiver shall seek or consent be appointed to or acquiesce in take possession of the appointment of any trusteeDemised Premises, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; the business or assets of Tenant, and such appointment is not vacated or withdrawn and possession restored to Tenant, within thirty (30) days thereafter, or (vii4) Borrower if a general assignment or its directors arrangement is made by Tenant for the benefit of creditors, or majority shareholders shall take (5) if any action initiating any sheriff, marshal, constable or other duly-constituted public official takes possession of the foregoing actions described in clauses Demised Premises, or of all or substantially all of the business or assets of Tenant by authority of any attachment, execution, or other judicial seizure proceedings, and if such attachment or other seizure remains undismissed or undischarged for a period of thirty (i30) through (vi); days after the levy thereof, or (B6) either if Tenant shall admit in writing Tenant's inability to pay its debts as they become due; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding; or, if within sixty (i) forty-five (4560) days shall have expired after the commencement of an involuntary action any proceeding against Borrower Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such proceeding shall not have been dismissed, then an Event of Default under this Lease shall have occurred on the part of Tenant and Landlord may, at its option in any of such events, on thirty (30) days notice to Tenant, if such action being dismissed is not vacated or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside withdrawn, immediately recapture and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part take possession of the properties Demised Premises and terminate this Lease pursuant to process of Borrower without such appointment being vacated; orlaw.

Insolvency. (a) If Parent, Holdings, the Borrower (A) or any of its Subsidiaries shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, custodian, liquidator or liquidator trustee of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting for it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of its property or assets, or (viii) commence any proceeding relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation Law or statute of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against Parent, Holdings, the properties Borrower or any of its Subsidiaries any such proceeding and the same shall not be dismissed within 30 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against Parent, Holdings, the Borrower without such appointment being vacatedor any of its Subsidiaries; or (c) if Parent, Holdings, the Borrower or any of its Subsidiaries shall have concealed, 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 shall have made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; or (d) if Parent, Holdings, the Borrower or any of its Subsidiaries shall have made any transfer of its property to or for the benefit of a creditor which constitutes a preferential transfer under any bankruptcy or similar Law; or (e) if Parent, Holdings, the Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. Borrower (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Borrower (A) Amgen may exercise its rights to modify certain rights under this Agreement pursuant to Section 18.8 by written notice to CK in the event any of the following occurs with respect to CK: (i) shall make an CK becomes bankrupt or insolvent, or files a petition in bankruptcy or makes a general assignment for the benefit of creditorscreditors or otherwise acknowledges in writing insolvency, or is adjudged bankrupt, and CK (A) fails to assume this Agreement in any such bankruptcy proceeding within [***] ([***]) [***] after filing or (B) assumes and assigns this Agreement to a Third Party; or (ii) shall be unable to pay its debts as they become due, CK goes into or be unable to pay or perform under the Loan Documents, or shall become insolventis placed in a process of complete liquidation; or (iii) shall file a voluntary petition in bankruptcytrustee or receiver is appointed for any substantial portion of CK’s business and such trustee or receiver is not discharged within [***] ([***]) [***] after appointment; or (iv) any case or proceeding shall file any petitionhave been commenced or other action taken against CK in bankruptcy or seeking liquidation, answer, or document seeking for itself any reorganization, dissolution, a winding-up arrangement, composition, readjustment, liquidation, dissolution composition or similar readjustment of its debts or any other relief under any present bankruptcy, insolvency, reorganization or future statute, similar act or law of any jurisdiction now or regulation pertinent to such circumstanceshereafter in effect and is not dismissed or converted into a voluntary proceeding governed by clause (i) above within [***] ([***]) [***] after filing; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days there shall have expired after the commencement been issued a warrant of an involuntary action against Borrower seeking reorganizationattachment, arrangementexecution, composition, readjustment, liquidation, dissolution distraint or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed process against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties property of Borrower without CK and such appointment being vacated; orevent shall have continued for a period of [***] ([***]) [***] and none of the following has occurred: (1) it is dismissed, (2) it is bonded in a manner reasonably satisfactory to Amgen, or (3) it is discharged.

Insolvency. (a) If the Borrower (A) or any of its Subsidiaries shall (i) shall make an assignment for the benefit of creditors or a composition with creditors; or , (ii) shall generally not be unable paying its debts as they mature, (iii) admit its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iiiiv) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or consent bankrupt, (vii) petition or apply to or acquiesce in any tribunal for the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trusteeinterim receiver, receiver and manager, custodian, liquidator or liquidator trustee of Borrower or of all for it or any substantial part of its property or assets, or (viii) commence any case or proceeding relating to it under any Debtor Relief Law of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against the properties Borrower or any of its Subsidiaries any such case, petition or proceeding (including the filing of a notice of intention in respect thereof) and the same shall not be dismissed within 60 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against the Borrower without such appointment being vacatedor any of its Subsidiaries; or (c) if the Borrower or any of its Subsidiaries shall have concealed, 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 shall have made or suffered a transfer of any of its property which may be fraudulent under any Debtor Relief Law, fraudulent conveyance or similar law; or (d) if the Borrower or any of its Subsidiaries shall have made any transfer of its property to or for the benefit of a creditor which constitutes a preferential transfer under any Debtor Relief Law; or (e) if the Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its managers or directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five thirty (4530) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five thirty (4530) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Any action shall be taken by or on behalf of any Borrower (A) (i) for the termination, winding up, liquidation or dissolution of such Borrower; or a Borrower shall make an assignment for the benefit of creditors; , become insolvent or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolventmature; or (iii) a Borrower shall file a voluntary petition in voluntary liquidation or bankruptcy; or (iv) a Borrower shall file any petition, answera petition or answer or consent seeking the reorganization of such Borrower, or document seeking for itself the readjustment of any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to of the Indebtedness of such circumstancesBorrower; or (v) a Borrower shall seek commence any case or proceeding under applicable insolvency or bankruptcy laws now or hereafter existing; or a Borrower shall consent to or acquiesce in the appointment of any trustee, receiver, administrator, custodian, liquidator or liquidator of Borrower or trustee of all or any substantial part (i.e., 33-1/3% or more) of the Property or assets or property of such Borrower; or (vi) any corporate action shall cease operations be taken by a Borrower for the purpose of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi)foregoing; or (B) either (i) forty-five (45) days by order or decree of any court of competent jurisdiction, a Borrower shall have expired after be adjudicated as bankrupt or insolvent; or any petition for any proceedings in bankruptcy or liquidation or for the commencement reorganization or readjustment of an involuntary action against Indebtedness of such Borrower seeking reorganizationshall be filed, arrangementor any case or proceeding shall be commenced, composition, readjustment, liquidation, dissolution or similar relief under any present applicable bankruptcy or future statuteinsolvency laws now or hereafter existing, law or regulation, without against such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of or any trusteereceiver, receiver administrator, custodian, liquidator or liquidator of trustee shall be appointed for a Borrower or of for all or any substantial part of the properties Property of a Borrower without and such appointment being vacated; orcase or proceeding shall remain undismissed for a period of sixty (60) days, or any order for relief shall be entered in a proceeding with respect to such Borrower under the provisions of the United States Bankruptcy Code, as amended;

Insolvency. Borrower (A) (ia) shall make an assignment for the benefit of creditors; or (iib) shall be unable admit in writing its inability to pay its debts as they become due, or be unable its inability to pay or perform under the Loan Documents, or shall become insolvent; or (iiic) shall file a voluntary petition in bankruptcy; or (ivd) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (ve) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vif) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (viig) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (ia) through (vif); or (B) either (ia) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (iib) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iiic) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (ivd) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or sixty (v) forty-five (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

Insolvency. Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower (A) or any of their respective Material Subsidiaries shall: (i) shall become insolvent or generally fail to pay debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, Receiver, administrator, sequestrator or other custodian for Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or substantially all of the property of any thereof, or make an a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, Receiver, administrator, sequestrator or other custodian for Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within sixty (ii60) shall be unable days, provided that Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries hereby expressly authorize Administrative Agent and each Lender to pay its debts as they become dueappear in any court conducting any relevant proceeding during such sixty (60) day period to preserve, or be unable to pay or perform protect and defend their rights under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file permit or suffer to exist the commencement of any petitionInsolvency Proceeding, answerbankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or document seeking any dissolution, winding up or liquidation proceeding, in respect 143 of Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries, and, if any such case or proceeding is not commenced by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries, such case or proceeding shall be consented to or acquiesced in by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or shall result in the entry of an order for itself relief or shall remain for sixty (60) days undismissed and unstayed, provided that Holdings, Company, Xxxxx-Xxxxxxxx, any reorganizationAdditional Domestic Subsidiary Borrower, arrangementany Offshore Borrower or any of their respective Material Subsidiaries hereby expressly authorize Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60) day period to preserve, composition, readjustment, liquidation, dissolution or similar relief protect and defend their rights under any present or future statute, law or regulation pertinent to such circumstancesthe Loan Documents; or (v) shall seek take any corporate or consent to partnership action (or acquiesce comparable action, in the appointment case of any trustee, receiverother form of legal entity) authorizing, or liquidator of Borrower or of all or any substantial part (i.e.in furtherance of, 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described foregoing; provided, however, that no Event of Default shall be deemed to have occurred for purposes of this Section 10.1(i) in clauses the event that any Australian Subsidiary other than ACI, with the consent of Administrative Agent (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside which consent shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting unreasonably withheld), commences a voluntary winding up with respect to itself for the material allegations purposes of a petition filed against Borrower in any such proceedings; solvent reconstruction or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oramalgamation under Australian law.

Insolvency. Borrower The Company, Maine Energy, PERC or any Subsidiary, which during the prior four fiscal quarters represented ten percent (A10%) of (i) the revenues or (ii) the assets of the Company and its Consolidated Subsidiaries (a "Material Subsidiary") shall commence a voluntary case concerning the Company or such Material Subsidiary under the Bankruptcy Code; or an involuntary case is commenced against the Company or any Material Subsidiary under the Bankruptcy Code and relief is ordered against the Company or any Material Subsidiary or the petition is controverted, but is not dismissed within 60 days after the commencement of the case; or the Company or any Material Subsidiary is not generally paying, or is unable to pay or admits in writing its inability to pay, its debts as such debts become due; or a custodian, receiver, trustee, or liquidation is appointed for, or takes charge of, all or any substantial portion of the property of the Company or any Material Subsidiary; or the Company or any Material Subsidiary shall commence any other proceeding under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Material Subsidiary or there is commenced against the Company or any Material Subsidiary any such proceeding which remains undismissed for a period of 60 days or the Company or any Material Subsidiary is adjudicated insolvent or bankrupt; or the Company or any Material Subsidiary shall fail to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding, or any order of relief or other order approving any such case or proceeding is entered; or the Company or any Material Subsidiary by any act or failure to act shall indicate its consent to, approval of or acquiescence in any such case or proceeding or in the appointment of any custodian or the like of or for it or any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of 60 days; or the Company or any Material Subsidiary shall make an a general assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under any action is taken by the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all Company or any substantial part (i.e., 33-1/3% or more) Material Subsidiary for the purpose of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating effecting any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacatedforegoing; or

Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conductedconducted for a period of more than five consecutive business days, or terminate substantially all of its employees; or (vii) becomes insolvent; or (viii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vivii); or (B) either (i) forty-five sixty (4560) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five sixty (4560) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or Attachments; Judgments. Any material portion of Borrower’s assets is attached or seized, or a levy is filed against any such assets, or a judgment or judgments for the payment of money, individually or in the aggregate, of at least $500,000 shall be rendered against Borrower and shall remain unsatisfied, unvacated, or unstayed for a period of twenty (20) days after the entry thereof (provided that no Advance will be made prior to the satisfaction, vacation, or stay of such judgment, order, or decree), or Borrower is enjoined or in any way prevented by court order from conducting any material part of its business; or

Insolvency. Borrower Any Credit Party (Areferences to "Credit Party" in this Section 9.7, however, not to include any Insignificant Subsidiary) (i) shall dissolve or suspend or discontinue its business, or shall make an assignment for the benefit of creditors or a composition with creditors; or (ii) , shall be unable or admit in writing its inability to pay its debts as they become duemature, or be unable to pay or perform under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; , shall be adjudicated insolvent or bankrupt, shall petition or apply to any tribunal for the appointment of (ivor there shall be appointed pursuant to any contract) any administrator, receiver, liquidator, administrative receiver or trustee of or for it or any substantial part of its property or assets, shall file commence any petitionproceedings relating to it under any bankruptcy, answer, or document seeking for itself any reorganization, arrangement, compositionreadjustment of debt, readjustment, liquidationreceivership, dissolution or similar relief under any present or future statute, liquidation law or regulation pertinent to such circumstancesstatute of any jurisdiction, whether now or hereafter in effect; or (v) there shall seek be commenced against any Credit Party any such proceeding which shall remain undismissed for a period of 90 days or more, or any order, judgment or decree approving the petition in any such proceeding shall be entered; or any Credit Party shall by any act or failure to act indicate its consent to to, approval of or acquiesce acquiescence in, any such proceeding or in the appointment of any trusteeadministrator, receiver, or liquidator of Borrower or of all or any substantial part (i.e.liquidator, 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, administrative receiver or liquidator trustee of Borrower or of all for it or any substantial part of the properties of Borrower without its property or assets, or shall suffer any such appointment being vacatedto continue undischarged or unstayed for a period of 90 days or more; or any Credit Party shall take any action for the purpose of effecting any of the foregoing; or any court of competent jurisdiction shall assume jurisdiction with respect to any such proceeding or a receiver or trustee or other officer or representative of a court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial part of the property or assets of any Credit Party or there shall happen or exist under the laws of any applicable jurisdiction, with respect to any Credit Party, any event analogous to and having a substantially similar effect to any of the foregoing events; or

Insolvency. Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower (A) or any of their respective Material Subsidiaries shall: (i) shall become insolvent or generally fail to pay debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, Receiver, administrator, sequestrator or other custodian (including, without limitation, a conciliador or síndico under Mexican law) for Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or substantially all of the property of any thereof, or make an a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, Receiver, administrator, sequestrator (iiincluding, without limitation, to a conciliador or síndico under Mexican law) or other custodian for Holdings, Company, Xxxxx-Xxxxxxxx, any Additional 150 Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be unable discharged or stayed within sixty (60) days, provided that Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries hereby expressly authorize Administrative Agent and each Lender to pay its debts as they become dueappear in any court conducting any relevant proceeding during such sixty (60) day period to preserve, or be unable to pay or perform protect and defend their rights under the Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file permit or suffer to exist the commencement of any petitionInsolvency Proceeding, answerbankruptcy, reorganization, concurso mercantil, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or document seeking any dissolution, winding up or liquidation proceeding, in respect of Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries, and, if any such case or proceeding is not commenced by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries, such case or proceeding shall be consented to or acquiesced in by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries or shall result in the entry of an order for itself relief or shall remain for sixty (60) days undismissed and unstayed, provided that Holdings, Company, Xxxxx-Xxxxxxxx, any reorganizationAdditional Domestic Subsidiary Borrower, arrangementany Offshore Borrower or any of their respective Material Subsidiaries hereby expressly authorize Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60) day period to preserve, composition, readjustment, liquidation, dissolution or similar relief protect and defend their rights under any present or future statute, law or regulation pertinent to such circumstancesthe Loan Documents; or (v) shall seek take any corporate or consent to partnership action (or acquiesce comparable action, in the appointment case of any trustee, receiverother form of legal entity) authorizing, or liquidator of Borrower or of all or any substantial part (i.e.in furtherance of, 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described foregoing; provided, however, that no Event of Default shall be deemed to have occurred for purposes of this Section 10.1(i) in clauses the event that any Australian Subsidiary other than O-I Australia, with the consent of Administrative Agent (i) through (vi); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside which consent shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting unreasonably withheld), commences a voluntary winding up with respect to itself for the material allegations purposes of a petition filed against Borrower in any such proceedings; solvent reconstruction or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) forty-five (45) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; oramalgamation under Australian law.