Common use of Involuntary Bankruptcy; Appointment of Receiver, Etc Clause in Contracts

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Insolvency Law, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, custodian or similar officer of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, provincial, territorial, state or local Requirement of Law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian administrator, custodian, monitor or other officer having similar powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Significant Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case or proceeding under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; , which remains, in any case or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in proceeding under this clause (ii) shall continue f), undismissed, unvacated, unbonded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower any Loan Party or any of its Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or local law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower any Loan Party or any of its their respective Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) under any Insolvency Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-receiver and manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of any such Loan Party’s or any of its Subsidiaries’ property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower any Loan Party or any of its Subsidiaries (other than any its Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 consecutive days without having been dismissed, vacated, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower any Loan Party or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower any Loan Party or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian or similar officer of Borrower any Loan Party or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (ia) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (iib) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be is commenced against the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Restricted Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of the property of the Borrower or any of its propertyRestricted Subsidiaries is involuntarily appointed; or a warrant of attachment, execution or similar process shall have been is issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Restricted Subsidiaries), and the continuance of any such event described events in this clause subpart (iib) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency, reorganization, liquidation or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency, reorganization, liquidation or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Significant Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian or similar officer of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Significant Subsidiary for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effect; or a decree or order of Debtor Relief Law, the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant , which, in the case of attachment, execution or similar process shall have been issued against any substantial part each of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiariesi) and (ii), and any such event described in this clause (ii) shall continue remains undismissed, unvacated, unbounded or unstayed pending appeal for sixty days without having been dismissed, bonded or dischargedconsecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law Debtor Relief Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), and any such event described in this clause (ii) shall continue for sixty (60) days without having been stayed, released, vacated, dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), and any such event described in this clause clauses (i) or (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries other Credit Party (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries other Credit Party (other than any an Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries other Credit Party (other than any an Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries other Credit Party (other than any an Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries other Credit Party (other than any an Immaterial SubsidiariesSubsidiary), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case or proceeding under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; , which remains, in any case or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in proceeding under this clause (ii) shall continue f), undismissed, unvacated, unbonded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged90 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall commence any case, proceeding or other action (other than any Immaterial SubsidiariesA) in an involuntary case under any Insolvency Lawexisting or future law of any jurisdiction, which decree domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order is not stayed; for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any other similar relief shall be granted under any Applicable Law; substantial part of its assets, or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Parent, Holdings, Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effect; or shall make a decree or order of a court having jurisdiction in the premises general assignment for the appointment benefit of a receiverits creditors; (ii) there shall be commenced against Parent, receiver-managerHoldings, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Restricted Subsidiaries any case, proceeding or other action of a nature referred to in clause (other than i) above that (A) results in the entry of an order for relief or any Immaterial Subsidiaries)such adjudication or appointment or (B) remains undismissed, undischarged or over all or unbonded for a substantial part period of its property, shall have been entered60 days; or (iii) there shall have occurred the involuntary appointment of an interim receiverbe commenced against Parent, trusteeHoldings, custodian or similar officer of Borrower or any of its Restricted Subsidiaries (any case, proceeding or other than any Immaterial Subsidiaries) for all or a substantial part action seeking issuance of its property; or a warrant of attachment, execution execution, distraint or similar process shall have been issued against all or any substantial part of its assets that results in the property entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv) Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (other than any Immaterial Subsidiariesi), and any such event described in this clause (ii), or (iii) above; or (v) Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall continue for sixty days without having been dismissedgenerally not, bonded or dischargedshall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief in respect of Holdings, the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall be granted under any Applicable applicable Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiariescase under this Section 7.01(f), undismissed, unvacated, unbounded or unstayed pending appeal for 60 consecutive days; provided that it is understood and agreed that the occurrence of any such event described in this clause (iif) shall continue for sixty days without having been dismissed, bonded will not result in a Default or dischargedEvent of Default under this Agreement prior to the expiration of such 60 consecutive day period; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter enters a decree or order for relief in respect of the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be is granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be is commenced against the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been is entered; or there shall have occurred occurs the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been is issued against any substantial part of the property of the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary), and any such event described in this clause (ii) shall continue continues for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of any the Borrower or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, examiner, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), or over all or a substantial part of its their respective property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, examiner or other custodian or similar officer of the Borrower or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its their respective property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or local law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Top Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Top Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, the Top Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Top Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Parent Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Parent Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Parent Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction shall enter a decree or order for relief in respect of Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or Significant Subsidiary of Holdings or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of Holdings in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or Significant Subsidiary of Holdings or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of Holdings under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or Significant Subsidiary of Holdings or any group of its Subsidiaries (other than any Immaterial Subsidiaries)constituting a Significant Subsidiary of Holdings, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian of Holdings or similar officer Significant Subsidiary of Borrower Holdings or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of Holdings for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or Significant Subsidiary of Holdings or any group of its Subsidiaries (other than any Immaterial Subsidiaries)constituting a Significant Subsidiary of Holdings, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, foreign or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effecteffect in any applicable jurisdiction; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian custodian, administrator or other officer in any applicable jurisdiction having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteeadministrator, liquidator, trustee or other custodian or similar officer of Borrower Holdings or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii) any analogous step or procedure is taken under the laws of any jurisdiction in respect of Holdings or any of its Material Subsidiaries, but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, any Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, provincial, territorial, state or local Requirements of Law; or (ii) the commencement of an involuntary case or proceeding (including the filing of against Holdings, any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administratorinterim receiver, liquidator, sequestrator, trustee, monitor, administrator, custodian or other officer having similar powers over Holdings, any Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of any Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in case under this clause (ii) shall continue f), undismissed, unvacated, unbounded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Insolvency LawDebtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law Debtor Relief Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A An involuntary case shall be commenced against the Borrower or any of the Borrower's Material Subsidiaries and the petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or any of its the Borrower's Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case case, under any Insolvency Lawapplicable bankruptcy, which decree insolvency or order is not stayedother similar law now or hereinafter in effect; or any other similar relief shall be granted under any Applicable Law; applicable federal, state, local or foreign law. (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effect; or a A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its the Borrower's Material Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, the property of the Borrower or any of the Borrower's Material Subsidiaries shall have been be entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its the Borrower's Material Subsidiaries (other than any Immaterial Subsidiaries) for or of all or a substantial part of its property; the property of the Borrower or any of the Borrower's Material Subsidiaries shall be appointed or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its the Borrower's Material Subsidiaries (other than any Immaterial Subsidiaries), shall be issued and any such event described in this clause (ii) shall continue for sixty days without having been not be stayed, dismissed, bonded or discharged; ordischarged within sixty (60) days after entry, appointment or issuance. (G)

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in respect of the UK Loan Parties, (i) A the entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, Intermediate Holdings, CP Holdings LLC, a Borrower or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, Intermediate Holdings, CP Holdings LLC, the filing of any notice of intention in respect thereof) shall be commenced against Borrower Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative administrator, examiner, (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its or their property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of Borrower Intermediate Holdings, CP Holdings LLC, the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbonded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in case under this clause (ii) shall continue f), undismissed, unvacated, unbounded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, Borrower or any of its their respective Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Insolvency Law, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Parent, Borrower or any of its their respective Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent, Borrower or any of its their respective Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, custodian or similar officer of Parent, Borrower or any of its their respective Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Parent, Borrower or any of its their respective Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency, or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any Applicable Law; applicable federal or state law, or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency, or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian custodian, or other officer having similar powers over Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; , or there shall have occurred the involuntary appointment of an interim receiver, trustee, or other custodian or similar officer of Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; , or a warrant of attachment, execution execution, or similar process shall have been issued against any substantial part of the property of Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded bonded, or discharged; , or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Restricted Subsidiaries (other than any its Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than any its Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any its Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Restricted Subsidiaries (other than any its Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Borrower Holdings, the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; stayed; or any other similar relief shall be granted under any Applicable Law; applicable federal, state or local law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effect; or a decree or order of Debtor Relief Law; the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings, the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; property; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of Borrower the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged; 60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Borrower Holdings, the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or local law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings, the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of Borrower the Borrowers or any of its their Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower any Credit Party or any of its Restricted Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower any Credit Party or any of its Restricted Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower any Credit Party or any of its Restricted Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim a receiver, liquidator, sequestrator, trustee, custodian or similar other officer of Borrower any Credit Party or any of its Restricted Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower any Credit Party or any of its Restricted Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than an Immaterial Subsidiary or any Immaterial SubsidiariesEscrow Subsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any Applicable Law; applicable federal or state law, or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries (other than an Immaterial Subsidiary or any Immaterial SubsidiariesEscrow Subsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than its Immaterial Subsidiaries or any Immaterial SubsidiariesEscrow Subsidiary), or over all or a substantial part of its property, shall have been entered; , or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries (other than its Immaterial Subsidiaries or any Immaterial SubsidiariesEscrow Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 consecutive days without having been dismissed, vacated, bonded or discharged; or;

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its the Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its the Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial the Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in case under this clause (ii) shall continue f), undismissed, unvacated, unbonded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary in an involuntary case under any Insolvency LawDebtor Relief Laws, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or foreign law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary under any Insolvency Law now or hereafter in effectDebtor Relief Laws; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of a an interim receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, receiver, liquidator, sequestrator, trustee, custodian or other officer having similar officer of powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any all or a substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded or discharged; or;

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower the Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law or applicable foreign law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower the Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law Debtor Relief Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, interim receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian custodian, receiver and manager, administrator, administrative receiver, insolvency practitioner or other officer having similar powers over Borrower the Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an a receiver, interim receiver, trusteeliquidator, receiver and manager, administrator, administrative receiver, insolvency practitioner, trustee or other custodian or similar officer of Borrower the Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower the Company or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency, or similar law now or hereafter in effect, which decree or order is not stayed; , or any other similar relief shall be granted under any Applicable Law; applicable federal or state law, or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency, or similar law now or hereafter in effect; , or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian custodian, or other officer having similar powers over Borrower Global Parent by or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; , or there shall have occurred the involuntary appointment of an interim receiver, trustee, or other custodian or similar officer of Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; , or a warrant of attachment, execution execution, or similar process shall have been issued against any substantial part of the property of Borrower Global Parent or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded bonded, or discharged; , or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary in an involuntary case under any Insolvency LawDebtor Relief Laws, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary under any Insolvency Law now or hereafter in effectDebtor Relief Laws; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, liquidator, sequestrator, trustee, custodian or other officer having similar officer of powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any all or a substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded dismissed or discharged; or;

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Parent Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or local law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Parent Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, the Parent Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Parent Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged(60) consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower NewPageHoldCo or Significant Subsidiary of NewPageHoldCo or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower NewPageHoldCo or any Significant Subsidiary of its NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower NewPageHoldCo or any Significant Subsidiary of its NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries)constituting a Significant Subsidiary of NewPageHoldCo, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower NewPageHoldCo or any Significant Subsidiary of its NewPageHoldCo or any group of Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of NewPageHoldCo for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower NewPageHoldCo or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief in respect of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall be granted under any Applicable 172 applicable Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiariescase under this Section 7.01(f), undismissed, unvacated, unbounded or unstayed pending appeal for 60 consecutive days; provided that it is understood and agreed that the occurrence of any such event described in this clause (iif) shall continue for sixty days without having been dismissed, bonded will not result in a Default or dischargedEvent of Default under this Agreement prior to the expiration of such 60 consecutive day period; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or (iii) there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) or (iii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. A. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings, Company, any Domestic Borrower or any of its their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower in an involuntary case under the Bankruptcy Code or any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect (whether in the United States of America, the UK, Australia, Italy, France or any other jurisdiction), which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be is commenced against Holdings, Company, any Domestic Borrower or any of its their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower under any Insolvency Law applicable bankruptcy, insolvency or other similar law now or hereafter in effecteffect (whether in the United States of America, the UK, Australia, Italy, France or any other jurisdiction, including, in the case of any Loan Party organized under the laws of France, redressement judiciaire and liquidation judiciaire); or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian custodian, administrator, administrative receiver or other officer having similar powers over Holdings, Company, any Domestic Borrower or any of its their respective Material Subsidiaries (other than or any Immaterial Subsidiaries)Offshore Borrower, or over all or a substantial part of its property, shall have been enteredentered (including, in the case of any Loan Party organized under the laws of France, any conciliateur, administrateur judiciaire, liquidateur judiciaire or mandataire ad hoc); or there shall have occurred the involuntary appointment of an interim receiver, trustee, administrator, administrative receiver or other custodian or similar officer of Holdings, Company, any Domestic Borrower or any of its their respective Material Subsidiaries (other than or any Immaterial Subsidiaries) Offshore Borrower for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, Company, any Domestic Borrower or any of its their respective Material Subsidiaries (other than or any Immaterial Subsidiaries)Offshore Borrower, and the continuance of any such event described events in this clause subpart (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A ----------------------------------------------------- court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Excluded Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Excluded Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Excluded Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Excluded Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Excluded Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of any Parent Company, any Borrower or any of its their Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect (including, in the case of a French Loan Party, any judgment commencing safeguard proceedings (sauvegarde), accelerated safeguard proceedings (sauvegarde accélérée), accelerated financial safeguard proceedings (sauvegarde financière accélérée), judicial reorganization proceedings (redressement judiciaire), sale of business (cession totale de l’entreprise), dissolution (dissolution) or judicial liquidation proceedings (liquidation judiciaire) under Articles L.620-1 to L.644-6 of the French Code de commerce), which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against any Parent Company, any Borrower or any of its their Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Parent Company, any Borrower or any of its their Subsidiaries (other than any its Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of any Parent Company, custodian or similar officer of any Borrower or any of its their Subsidiaries (other than any its Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 consecutive days without having been dismissed, vacated, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesDomestic Subsidiary) in an involuntary case under any Insolvency LawDebtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesDomestic Subsidiary) under any Insolvency Law Debtor Relief Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesDomestic Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesDomestic Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesDomestic Subsidiary), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) subsection 8.6 shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; oror 148

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any Significant Subsidiary or any group of its Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted at the request of Holdings, any Borrower or any Significant Subsidiary or any group of Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Holdings, any Borrower or any Significant Subsidiary or any group of its Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, under the Bankruptcy Code or under any Insolvency other applicable Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any Significant Subsidiary or any group of its Subsidiaries that, taken together (other than any Immaterial Subsidiariesas of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of any Borrower or any Significant Subsidiary or any group of its Subsidiaries that, taken together (other than any Immaterial Subsidiaries) as of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any Significant Subsidiary or any group of its Subsidiaries that, taken together (other than any Immaterial Subsidiariesas of the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Significant Subsidiary, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary in an involuntary case under any Insolvency Debtor Relief Law, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or foreign law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of a an interim receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part substantially all of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, receiver, liquidator, sequestrator, trustee, custodian or other officer having similar officer of powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part substantially all of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part all or substantially all of the property of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded dismissed or discharged; or158 1095171012\7\AMERICAS

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; decree, or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law, order or similar relief described in this clause (i) is not stayed; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its propertytheir respective properties, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its propertytheir respective properties; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; PROVIDED, that with respect to Subsidiaries of Company (other than Material Subsidiaries) the foregoing shall constitute an Event of Default only if such occurrence would have a Material Adverse Effect; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in case under this clause (ii) shall continue f), undismissed, unvacated, unbounded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, provincial or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or any application shall have been made, or is required by applicable law to be made, with a court for the opening of insolvency proceedings with regard to Xerium or any of its Subsidiaries; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries), and (A) in relation only to any Non-US Borrower and any Foreign Subsidiary, any such event described in this clause (ii) shall continue for seven days without having been dismissed, bonded or discharged, and (B) in relation only to Xerium or any Domestic Subsidiary, any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower ChipPAC or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Insolvency Bankruptcy Law, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable Bankruptcy Law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower ChipPAC or any of its Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effectBankruptcy Law; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower ChipPAC or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower ChipPAC or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower ChipPAC or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holding, Company, any Aggregatable Restricted Subsidiaries or any of its Subsidiaries (other than any Immaterial Subsidiaries) Material Restricted Subsidiary in an involuntary case under any Insolvency LawDebtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holding, Company, any Aggregatable Restricted Subsidiaries or any of its Subsidiaries (other than any Immaterial Subsidiaries) Material Restricted Subsidiary under any Insolvency Law Debtor Relief Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holding, Company, any Aggregatable Restricted Subsidiaries or any of its Subsidiaries (other than any Immaterial Subsidiaries)Material Restricted Subsidiary, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holding, custodian or similar officer of Borrower Company, any Aggregatable Restricted Subsidiaries or any of its Subsidiaries (other than any Immaterial Subsidiaries) Material Restricted Subsidiary for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holding, Company, any Aggregatable Restricted Subsidiaries or any of its Subsidiaries (other than any Immaterial Subsidiaries)Material Restricted Subsidiary, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its their respective property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its their respective property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower the Company or any of its Restricted Subsidiaries (other than or any Immaterial Subsidiaries) Subsidiary Borrower in an involuntary case under the Bankruptcy Code or any Insolvency Lawapplicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be is commenced against Borrower the Company or any of its Restricted Subsidiaries (other than or any Immaterial Subsidiaries) Subsidiary Borrower under any Insolvency Law applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower the Company or any of its Restricted Subsidiaries (other than or any Immaterial Subsidiaries)Subsidiary Borrower, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower the Company or any of its Restricted Subsidiaries (other than or any Immaterial Subsidiaries) Subsidiary Borrower for all or a substantial part of the property of the Company or any of its propertyRestricted Subsidiaries or any Subsidiary Borrower is involuntarily appointed; or a warrant of attachment, execution or similar process shall have been is issued against any substantial part of the property of Borrower the Company or any of its Restricted Subsidiaries (other than or any Immaterial Subsidiaries)Subsidiary Borrower, and the continuance of any such event described events in this clause subpart (iib) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manageradministrator, administrative receiver, administratorexaminer, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteereceiver, examiner, administrator, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this the foregoing clause (i) or (ii) shall continue for sixty days [***] without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, provincial or state law; or (ii) an involuntary case (including, without limitation, a winding-up, dissolution, reorganization, compromise or proceeding (including the filing of any notice of intention in respect thereofarrangement) shall be commenced against Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or any application shall have been made, or is required by applicable law to be made, with a court for the opening of insolvency proceedings with regard to Xerium or any of its Subsidiaries; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Xerium or any of its Subsidiaries (other than any Immaterial Subsidiaries), and (A) in relation only to any Non-US Borrower and any Foreign Subsidiary, any such event described in this clause (ii) shall continue for seven days without having been dismissed, bonded or discharged, and (B) in relation only to Xerium or any Domestic Subsidiary, any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (ia) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Guarantors in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (iib) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Guarantors under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Guarantors, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Guarantors for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Guarantors, and any such event described in this clause (iib) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Borrower the Parent or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case or proceeding under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state, provincial, territorial, local or foreign Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower Parent or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, interim receiver-, receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian monitor, custodian, administrator, or other officer having similar powers over Borrower the Parent or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, monitor, administrator or other custodian or similar officer of Borrower the Parent or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant , which remains, in any case under this clause (f), in the case of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries an Obligor (other than any Immaterial Subsidiaries)a U.K. Domiciled Obligor) undismissed, unvacated, unbounded or unstayed pending appeal for 60 consecutive days or, in the case of a U.K. Domiciled Obligor, such petition is a winding up petition which is not frivolous or vexatious and any such event described in this clause (ii) shall continue for sixty is not discharged, stayed or dismissed within 14 days without having been dismissed, bonded or dischargedof commencement; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Company or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Company or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Company or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Company or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Company or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), and any such event described in this clause (ii) shall continue for sixty ninety days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, any Borrower or any Material Subsidiary of its Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Parent, any Borrower or any Material Subsidiary of its Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; and any such event described in this clause (ii) shall continue for 30 days without having been dismissed, bonded or discharged; or (iii) or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent, any Borrower or any Material Subsidiary of its Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Parent, custodian or similar officer of any Borrower or any Material Subsidiary of its Subsidiaries Parent (other than any Immaterial SubsidiariesSubsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event receiver, liquidator, sequestrator, trustee, custodian or other officer described in this clause (iiiii) shall continue for sixty not have been removed within 90 days without having been dismissed, bonded or dischargedof appointment; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries) Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter enters a decree or order for relief in respect of the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be is granted under any Applicable Lawapplicable law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be is commenced against the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been is entered; or there shall have occurred occurs the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been is issued against any substantial part of the property of the Borrower or any of its Subsidiaries Subsidiary (other than any an Immaterial SubsidiariesSubsidiary), and any such event described in this clause (ii) shall continue continues for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a valid decree or order for relief in respect of Borrower Parent or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, foreign or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Parent or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effecteffect in any applicable jurisdiction; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian custodian, administrator or other officer in any applicable jurisdiction having similar powers over Borrower Parent or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteeadministrator, liquidator, trustee or other custodian or similar officer of Borrower Parent or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Parent or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty calendar days without having been dismissed, bonded or discharged; or (iii) any analogous proceeding under any Debtor Relief Law shall be taken under the laws of any jurisdiction in respect of Parent or any of its Material Subsidiaries and continues undismissed or unstayed for 60 calendar days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, stayed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings, any Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under any Insolvency Law, the Bankruptcy Code which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Holdings, any Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under any Insolvency Law now or hereafter in effectthe Bankruptcy Code; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of any Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Lux 1 or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Lux 1 or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Lux 1 or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Lux 1 or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Lux 1 or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (iA) A court of competent jurisdiction shall enter enters a decree or order for relief in respect of the Oyster Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Subsidiary thereof in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be is granted under any Applicable Lawapplicable federal or state law; or (iiB) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be is commenced against the Oyster Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Subsidiary thereof under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Oyster Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Subsidiary thereof, or over all or a substantial part of its property, shall have been is entered; or there shall have occurred occurs the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Oyster Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Subsidiary thereof for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been is issued against any substantial part of the property of the Oyster Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Subsidiary thereof, and any such event described in this clause (iiB) shall continue continues for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or any of its Subsidiaries (other than any Immaterial Restricted Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Restricted Subsidiaries), and any such event described in this clause (iif) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, examiner, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), or over all or a substantial part of its their respective property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, examiner or other custodian or similar officer of the Borrower or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its their respective property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings, Company, any Significant Subsidiary of Company or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of Company in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings, Company, any Significant Subsidiary of Company or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of Company under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings, Company, any Significant Subsidiary of Company or any group of its Subsidiaries (other than any Immaterial Subsidiaries)constituting a Significant Subsidiary of Company, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer Company, any Significant Subsidiary of Borrower Company or any group of its Subsidiaries (other than any Immaterial Subsidiaries) constituting a Significant Subsidiary of Company for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings, Company, any Significant Subsidiary of Company or any group of its Subsidiaries (other than any Immaterial Subsidiaries)constituting a Significant Subsidiary of Company, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary in an involuntary case under any Insolvency Debtor Relief Law, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or foreign law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) Restricted Subsidiary that is a Material Subsidiary under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of a court having jurisdiction in the premises for the involuntary appointment of a an interim receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part substantially all of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, receiver, liquidator, sequestrator, trustee, custodian or other officer having similar officer of powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for Restricted Subsidiary that is a Material Subsidiary, or over all or a substantial part substantially all of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part all or substantially all of the property of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries)Restricted Subsidiary that is a Material Subsidiary, and any such event described in this clause (ii) shall continue for sixty 60 days without having been dismissed, bonded dismissed or discharged; or;

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Borrower Parent or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Parent or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Parent or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part substantially all of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Parent or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part substantially all of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Parent or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 days without having been unless dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, Intermediate Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or local law; or (ii) the commencement of an involuntary case or proceeding (including against Holdings, Intermediate Holdings, the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, Intermediate Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of Intermediate Holdings, the Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower the Borrower, Holdings or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable U.S. federal, state or foreign law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower the Borrower, Holdings or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Borrower the Borrower, Holdings or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian or similar officer of Borrower the Borrower, Holdings or any of its Significant Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part substantially all of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part all or substantially all of the property of Borrower the Borrower, Holdings or any of its Subsidiaries (other than any Immaterial Significant Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Borrower the Issuer or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower Issuer or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over Borrower the Issuer or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower the Issuer or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in case under this clause (ii) shall continue f), undismissed, unvacated, unbounded or unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, Borrower or any Material Subsidiary of its Subsidiaries (other than any Immaterial Subsidiaries) Parent in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, which decree insolvency or order is not stayedsimilar law now or hereafter in effect; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; and any such decree, order or relief is not stayed within 60 days; (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Parent, Borrower or any Material Subsidiary of its Subsidiaries (other than any Immaterial Subsidiaries) Parent under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Parent, Borrower or any Material Subsidiary of Parent, and any such event described in this clause (ii) shall continue for 60 days without having been dismissed, bonded or discharged; or (iii) or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent, Borrower or any Material Subsidiary of its Subsidiaries (other than any Immaterial Subsidiaries)Parent, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Parent, custodian or similar officer of Borrower or any Material Subsidiary of its Subsidiaries (other than any Immaterial Subsidiaries) Parent for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event receiver, liquidator, sequestrator, trustee, custodian or other officer described in this clause (iiiii) shall continue for sixty not have been removed within 90 days without having been dismissed, bonded or dischargedof appointment; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of Holdings, any Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayedstayed (or the declaration of or any procedure or step is taken in relation to a moratorium in respect of the Indebtedness of any English Group Member (other than an Immaterial Subsidiary)); or any other similar relief shall be granted under any Applicable Lawapplicable federal, state or local law; or (ii) the commencement of an involuntary case or proceeding (including the filing of against Holdings, any notice of intention in respect thereof) shall be commenced against Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of (or in respect of any English Group Member of, any corporate action, legal proceeding or other procedure or step is taken in relation to the appointment of) a receiver, receiver-manager, an administrative receiver, an administrator, a receiver and manager, a compulsory manager, a (preliminary) insolvency receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial part of its property, shall have been enteredor (in respect of an English Group Member (other than an Immaterial Subsidiary) the enforcement of any security over any of its assets); or there shall have occurred the involuntary appointment of an interim receiver, trusteetrustee or other custodian of Holdings, custodian or similar officer of any Borrower or any of its Restricted Subsidiaries (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial part of its property; , which remains undismissed, unvacated, unbounded or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue unstayed pending appeal for sixty days without having been dismissed, bonded or discharged60 consecutive days; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A The entry by a court of competent jurisdiction shall enter of a decree or order for relief in respect of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) in an involuntary case under any Insolvency LawDebtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief in respect of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall be granted under any Applicable applicable Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding (including against the filing of any notice of intention in respect thereof) shall be commenced against Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) under any Insolvency Law now or hereafter in effectDebtor Relief Law; or a decree or order of the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver-receiver and manager, administrative (preliminary) insolvency receiver, administrator, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary), or over all or a substantial material part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of the Borrower or any of its Subsidiaries Restricted Subsidiary (other than any Immaterial SubsidiariesSubsidiary) for all or a substantial material part of its property; or a warrant of attachment, execution or similar process shall have been issued against which remains, in any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiariescase under this Section 7.01(f), undismissed, unvacated, unbounded or unstayed pending appeal for 60 consecutive days; provided that it is understood and agreed that the occurrence of any such event described in this clause (iif) shall continue for sixty days without having been dismissed, bonded will not result in a Default or dischargedEvent of Default under this Agreement prior to the expiration of such 60 consecutive day period; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holding or any of its Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holding or any of its Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holding or any of its Subsidiaries (other than any Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holding or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holding or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary or any Subsidiary that could at such time, upon designation by Holdings, become an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency, corporate or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal, provincial, territorial or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary or any Subsidiary that could at such time, upon designation by Holdings, become an Immaterial Subsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency, corporate or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-receiver and manager, administrative receiver, administrator, liquidator, sequestrator, monitor, trustee, custodian or other officer having similar powers over Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary or any Subsidiary that could at such time, upon designation by Holdings, become an Immaterial Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trusteereceiver and manager, trustee or other custodian or similar officer of Holdings, the Borrower or any of its Subsidiaries (other than any Immaterial SubsidiariesSubsidiary or any Subsidiary that could at such time, upon designation by Holdings, become an Immaterial Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty 60 consecutive days without having been dismissed, vacated, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiariesan Insignificant Subsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiariesan Insignificant Subsidiary) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiariesan Insignificant Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiariesan Insignificant Subsidiary) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Company or any of its Subsidiaries (other than any Immaterial Subsidiariesan Insignificant Subsidiary), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against the Borrower or any of its Material Subsidiaries (other than any Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian or similar officer of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than any Immaterial Material Subsidiaries), and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower Holdings or any of its Subsidiaries (other than any an Immaterial SubsidiariesSubsidiary) in an involuntary case under the Bankruptcy Code or under any Insolvency Lawother applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any Applicable Lawapplicable federal or state law; or (ii) an involuntary case or proceeding (including the filing of any notice of intention in respect thereof) shall be commenced against Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries) under the Bankruptcy Code or under any Insolvency Law other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, trustee or other custodian or similar officer of Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower Holdings or any of its Subsidiaries (other than any its Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or