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

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) An involuntary case shall be commenced against any Note Party or Foamex and the petition shall not be dismissed, stayed, bonded or discharged within forty-five (45) 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 Holdings or any of its Subsidiaries such Person in an involuntary case under the Bankruptcy Code or case, under any other applicable bankruptcy, insolvency or other similar law now or hereafter hereinafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, state, local or state foreign law; or the board of directors (or other governing body) of any such Person (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing. (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Note Party, TFLLC or any of its Subsidiaries, Foamex or over all or a substantial part of its property, the Property of any such Person shall have been be entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings any such Person or any of its Subsidiaries for all or a substantial part of its property; the Property of any Note Party shall be appointed or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property Property of Holdings or any of its Subsidiaries, such Person 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 dischargeddischarged within forty-five (45) days after entry, appointment or issuance; oror the board of directors of any such Person (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing.

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Parent Company, any Borrower or any of its their Subsidiaries (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) (x) an involuntary case shall be commenced against Holdings any Parent Company, any Borrower or any of its their Subsidiaries (other than an Immaterial Subsidiary) under the Bankruptcy Code or under any 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, liquidator, sequestrator, administrator, administrative receiver, trustee, custodian or other officer having similar powers over Holdings any Parent Company, any Borrower or any of their Subsidiaries (other than its Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or (y) there shall have occurred the involuntary appointment of an interim receiver, trustee administrator, administrative receiver, trustee, liquidator or other custodian of Holdings any Parent Company, any Borrower or any of their Subsidiaries (other than its Subsidiaries 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 or any of its Subsidiaries, and any such event described in this clause (iiii)(x) shall continue for sixty 60 consecutive days without having been dismissed, vacated, bonded or discharged, for the avoidance of doubt, the mere (i) delivery of payment order (“Zahlungsbefehl”) in Switzerland and (ii) the provisional lifting of a stay (Rechtsvorschlag) in summary proceedings (provisorische Rechtsöffnung) shall not constitute, or be construed as the occurrence of, an Event of Default; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Company or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its 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 of Holdings Company or any of its 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 Company or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty thirty (30) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries (in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state law; (ii) a moratorium is declared in respect of any indebtedness of any UK Credit Party and if such a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium, or (iiiii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its Subsidiaries, or any other corporate action, legal proceedings or other formal procedure or step is taken in relation to (A) the suspension of payments, moratorium of any indebtedness, winding-up, dissolution, administration or reorganization of Holdings or any of its Subsidiaries (other than an inactive Subsidiary listed on Schedule 6.8), (B) a composition, compromise, assignment or arrangement with any creditor of Holdings or any of its Subsidiaries or (C) the appointment of liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of Holdings or any of its Subsidiaries (other than an inactive Subsidiary listed on Schedule 6.8) or (D) enforcement of any Lien over the assets of Holdings or any of its Subsidiaries and any such event described in this clause (iiiii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Borrower or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; law or (ii) an involuntary case shall be commenced against Holdings the Borrower or any of its Material Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Holdings the Borrower or any of its 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, conservator or other custodian of Holdings the Borrower or any of its 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 the Borrower or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) An involuntary case shall be commenced against the Company or any of its Subsidiaries (other than an Insignificant Subsidiary) and the petition shall not be dismissed, stayed, bonded or discharged within 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 Holdings the Company or any of its Subsidiaries (other than an Insignificant Subsidiary) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter hereinafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, state, local or state foreign law; or or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Company or any of its Subsidiaries, Subsidiaries (other than an Insignificant Subsidiary) or over all or a substantial part of the property of #96405961v16 the Company or any of its property, Subsidiaries (other than an Insignificant Subsidiary) shall have been be entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings the Company or any of its Subsidiaries for (other than an Insignificant Subsidiary) or of all or a substantial part of the property of the Company or any of its property; Subsidiaries (other than an Insignificant Subsidiary) shall be appointed or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings the Company or any of its Subsidiaries, Subsidiaries (other than an Insignificant Subsidiary) 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 60 days after entry, appointment or issuance;

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its the Borrower’s Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal federal, provincial or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its the Borrower’s Subsidiaries under the Bankruptcy Code or under any 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 any of such Subsidiaries; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its such 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 of Holdings or any of its such 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 or any of its such Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged, provided, however, that this Section 8.1(f) shall not apply with respect to any Subsidiaries that are the subject of the Cases; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries or any Individual Guarantor in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries or any Individual Guarantor under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its SubsidiariesSubsidiaries or any Individual Guarantor, 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 of Holdings or any of its Subsidiaries or any Individual Guarantor 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 or any of its SubsidiariesSubsidiaries or any Individual Guarantor, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under the Bankruptcy Code or under any 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, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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, administrator, trustee or other custodian of Holdings Borrowers or any of its 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 Borrower or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Non-Debtor Subsidiary, any Specified Party or any of its Subsidiaries Specified Account Debtor in an involuntary case under the Bankruptcy Code or under any other 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 federal Federal or state law; or (ii) an involuntary case shall be commenced against Holdings any Non-Debtor Subsidiary, any Specified Party or any of its Subsidiaries Specified Account Debtor under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Non-Debtor Subsidiary, any Specified Party or any of its SubsidiariesSpecified Account Debtor, 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 or other custodian of Holdings any Non-Debtor Subsidiary, any Specified Party or any of its Subsidiaries Specified Account Debtor 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 Holdings any Non-Debtor Subsidiary, any Specified Party or any of its SubsidiariesSpecified Account Debtor, and any such event described in this clause (ii) shall continue for sixty thirty (30) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than A court having jurisdiction in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a court of competent jurisdiction premises shall enter a decree or order for relief in respect of Holdings Company or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Material Subsidiaries under the Bankruptcy Code or under any 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, liquidator, 107 sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its 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 or other custodian of Holdings Company or any of its Material 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 Company or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Material Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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 or other custodian of Holdings Borrower or any of its Material 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 Borrower or any of its SubsidiariesMaterial Subsidiaries (other than the provisional attachment outstanding as of the date hereof against Ener1 Korea’s bank accounts in connection with Kiryung Electronics Co., Ltd. v. Ener1 Korea, Inc. litigation up to an amount equivalent to $200,000), 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law or 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable EXECUTION 119 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries other Borrower or any Significant Subsidiary in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries other Borrower or any Significant Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy, insolvency 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its Subsidiariesother Borrower or any 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 or other custodian of Holdings Company or any of its Subsidiaries other Borrower or any 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 Company or any of its Subsidiariesother Borrower or any Significant 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Company or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Company or any of its Material Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Company or any of its 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 or other custodian of Holdings the Company or any of its Material 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 the Company or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a 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 the Company's Significant Subsidiaries in an involuntary case under the Bankruptcy Code of the United States or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state lawLaw; or or (ii) an involuntary case shall be commenced against Holdings any Borrower or any of its the Company's Significant Subsidiaries under the Bankruptcy Code of the United States or under any other applicable bankruptcy, insolvency or similar law 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, liquidator, administrator, administrative receiver, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Borrower or any of its 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 or other custodian of Holdings the Company or any of its the Company's Significant 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 the Company's 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Credit Party or any of its Subsidiaries Restricted Operating Company Subsidiary in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, effect (including pursuant to which Canada Borrower has been declared bankrupt or insolvent under Canadian Insolvency Legislation) which decree or order for relief is not immediately stayed; or any other similar relief shall be granted under any applicable federal federal, state or state lawprovincial Governmental Rule, and such relief is not immediately stayed; or (ii) an involuntary case shall be commenced against Holdings any Credit Party or any of its Subsidiaries under the Bankruptcy Code or Restricted Operating Company Subsidiary under any other applicable bankruptcy, insolvency or similar 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, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings such Credit Party or any of its SubsidiariesRestricted Operating Company 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, receiver-manager, administrator, trustee or other custodian of Holdings any Credit Party or any of its Subsidiaries Restricted Operating Company 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 Credit Party or any of its SubsidiariesRestricted Operating Company Subsidiary, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or dischargeddischarged (provided, that in either (i) or (ii) above, no default shall occur hereunder, in the case of the Restricted Operating Company Subsidiary unless such failure or event could reasonably be expected to result in a Material Adverse Effect); or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or Borrower, any of its Subsidiaries or the General Partner in an involuntary case or proceeding under the Bankruptcy Code any Debtor Relief Laws or under any other applicable bankruptcy, insolvency or similar law law, now or hereafter in effecteffect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state state, provincial or territorial law; or (ii) an involuntary case or proceeding shall be commenced against Holdings or Borrower, any of its Subsidiaries or the General Partner under the Bankruptcy Code any Debtor Relief Laws or under any other applicable bankruptcy, insolvency or similar law 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or Borrower, any of its SubsidiariesSubsidiaries or the General Partner, 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 of Holdings or Borrower, any of its Subsidiaries or the General Partner 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 or Borrower, any of its SubsidiariesSubsidiaries or the General Partner, 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 Borrower, any of its Subsidiaries or the General Partner; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings the Company or any of its Material Subsidiaries or Target or any of its Subsidiaries which is a Material Subsidiary in an involuntary case under the Bankruptcy Code or under any 163 other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayedstayed within 60 days of the entry thereof; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Company or any of its Material Subsidiaries or Target or any of its Subsidiaries which is a Material Subsidiary under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Company or any of its SubsidiariesMaterial Subsidiaries or Target or any of its Subsidiaries which 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, trustee or other custodian of Holdings the Company or any of its Material Subsidiaries or Target or any of its Subsidiaries which is a Material 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 the Company or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries Significant Subsidiary in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries Significant Subsidiary under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its SubsidiariesSignificant 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 or other custodian of Holdings Company or any of its 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 Holdings Company or any of its SubsidiariesSignificant 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Credit Party or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings any Credit Party or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Credit Party or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or (iv) there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings any Credit Party or any of its Subsidiaries for all or a substantial part of its property; or (v) a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings any Credit Party or any of its Subsidiaries; provided that, and any such event described notwithstanding the foregoing, the events set forth in this clause (iif) with respect to any Credit Party or any of its Subsidiaries (in each case, other than a Borrower, Hot Air, BurgerFi International, LLC, BF Restaurant Management, LLC, BurgerFi IP, LLC, ACFP Management or Anthony’s Pizza Holding Company, LLC) shall continue for sixty days without having been dismissed, bonded or dischargednot constitute an Event of Default unless any of the events described in clauses (i) through (v) above occur with respect to such Credit Parties and/or Subsidiaries owning and operating more than two restaurants in the aggregate over the term of this Agreement; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Xerium or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal federal, provincial or state law; or (ii) an involuntary case shall be commenced against Holdings Xerium or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Xerium or any of its 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 of Holdings Xerium or any of its 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 Xerium or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Restricted Person or ETP or any Subsidiary of its Subsidiaries ETP in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings any Restricted Person or ETP or any Subsidiary of its Subsidiaries ETP under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Restricted Person or ETP or any Subsidiary of its SubsidiariesETP, as applicable, 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 of Holdings any Restricted Person or ETP or any Subsidiary of its Subsidiaries ETP, as applicable, 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 Restricted Person or ETP or any Subsidiary of its SubsidiariesETP, as applicable, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Lead Borrower or any of its Subsidiaries (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Insolvency Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, provincial, state or state foreign law; or (ii) an involuntary case (including, without limitation, a winding-up, dissolution, reorganization, compromise or arrangement) shall be commenced against Holdings the Lead Borrower or any of its Subsidiaries (other than an Immaterial Subsidiary) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Insolvency Laws 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 the Lead Borrower or any of its Subsidiaries (other than an Immaterial Subsidiary); or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, interim receiver, receiver and manager, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Lead Borrower or any of its SubsidiariesSubsidiaries (other than 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, trustee trustee, monitor or other custodian of Holdings the Lead Borrower or any of its Subsidiaries (other than 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 Holdings the Lead Borrower or any of its SubsidiariesSubsidiaries (other than an Immaterial Subsidiary), and (A) in relation only to any Foreign Subsidiary, any such event described in this clause (ii) shall continue for seven (7) days without having been dismissed, bonded or discharged, and (B) in relation only to the Lead Borrower 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. Other than a. A court having jurisdiction in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a court of competent jurisdiction premises shall enter a decree or order for relief in respect of Holdings Borrower or any of its the Material Subsidiaries in an involuntary case under the Bankruptcy Code or 123 under any other 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 federal or state law; or (ii) or b. an involuntary case shall be commenced against Holdings Borrower or any of its the Material Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its the 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 or other custodian of Holdings Borrower or any of its the Material 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 Borrower or any of its the 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, Holdings or any of its their Subsidiaries other than an Immaterial Subsidiary in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Parent, Holdings or any of their Subsidiaries other than its Immaterial Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent, Holdings or any of their Subsidiaries other than 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 or other custodian of Parent, Holdings or any of their Subsidiaries other than 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 Parent, Holdings or any of their Subsidiaries other than 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of its NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo in an involuntary case under the Bankruptcy Code or under any other 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 federal federal, state, provincial or state foreign law; or (ii) an involuntary case shall be commenced against Holdings SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of its NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary of NewPageHoldCo under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of its SubsidiariesNewPageHoldCo or any group of 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 or other custodian of Holdings SuperHoldCo, NewPageHoldCo or any Significant Subsidiary of its NewPageHoldCo or any group of 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 Holdings SuperHoldCo, NewPageHoldCo or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its 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 of Holdings Company or any of its 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 Company or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty thirty (30) days without having been stayed, dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Parent or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable 134 142 bankruptcy, insolvency or similar law now or hereafter in effect, adjudicating Parent or any of its Subsidiaries as a bankrupt or insolvent debtor or ordering a reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other similar relief with respect to Parent or any of its Subsidiaries, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings Parent or any of its Subsidiaries under the Bankruptcy Code or under any 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 in an involuntary case for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Parent or any of its 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 of Holdings Parent or any of its 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 Parent or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings the Borrower or any of its Significant Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Borrower or any of its Significant Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Borrower or any of its 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 or other custodian of Holdings the Borrower or any of its Significant 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 the Borrower or any of its Significant Subsidiaries, and any such event described in this clause (ii) shall continue for sixty 30 days without having been unless dismissed, bonded or discharged; provided that the Borrower (for itself and its Significant Subsidiaries) hereby expressly authorizes the Lender to appear in any court conducting any relevant case or proceeding during such 30-day period to preserve, protect and defend its rights under the Transaction Documents; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; oror CREDIT AND GUARXXXX XXXXXXXXX 000000-Xxx Xxxx Xxxver 7A 81 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a court An involuntary case seeking the liquidation or reorganization of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Material Subsidiaries in an involuntary case under Chapter 7 or Chapter 11, respectively, of the federal Bankruptcy Code or any similar proceeding shall be commenced against Borrower or any of its Material Subsidiaries under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or and any other similar relief shall be granted under any applicable federal or state law; or of the following events occur: (iiv) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under Material Subsidiaries, as applicable, consents to the Bankruptcy Code institution of the involuntary case; (w) the petition commencing the involuntary case is not timely controverted; (x) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing; provided, however, that, during the pendency of such period, the Banks shall be relieved of the Revolving Credit Facility Commitment; (y) an interim trustee is appointed to take possession of all or under a substantial portion of the property or to operate all or any other applicable bankruptcy, insolvency substantial portion of the business of Borrower or similar law now or hereafter in effectany of its Material Subsidiaries; or a (z) an order for relief shall have been issued or entered therein; or (ii) A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, custodian, trustee, custodian or other officer having similar powers over Holdings of Borrower or any of its Subsidiaries, or over Material Subsidiaries to take possession of all or a substantial part portion of its property, shall have been entered; the property or there shall have occurred to operate all or a substantial portion of the involuntary appointment business of an interim receiver, trustee or other custodian of Holdings Borrower or any of its Material Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued entered and, within thirty (30) days from the date of entry, is not vacated, discharged, or bonded against, or any similar relief shall be granted against any substantial part of the property of Holdings Borrower or any of its SubsidiariesMaterial Subsidiaries under any applicable federal or state law and, and any within thirty (30) days from the date of entry, is not vacated, discharged, or bonded against; provided, however, that, during the pendency of such event described in this clause (ii) period, the Banks shall continue for sixty days without having been dismissed, bonded or dischargedbe relieved of the Revolving Credit Facility Commitment; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries other Credit Party or any other Significant Subsidiary in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries other Credit Party or any other Significant Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy, insolvency 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its Subsidiariesother Credit Party or any other 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 or other custodian of Holdings Company or any of its Subsidiaries other Credit Party or any other 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 Company or any of its Subsidiariesother Credit Party or any other Significant 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries Subsidiaries, any Specified Party or any Specified Account Debtor in an involuntary case under the Bankruptcy Code or under any other 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 federal Federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries Subsidiaries, any Specified Party or any Specified Account Debtor under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its Subsidiaries, any Specified Party or any Specified Account Debtor, 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 or other custodian of Holdings Company or any of its Subsidiaries Subsidiaries, any Specified Party or any Specified Account Debtor 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 Holdings Company or any of its Subsidiaries, any Specified Party or any Specified Account Debtor, and any such event described in this clause (ii) shall continue for sixty forty-five (45) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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 of Holdings Borrower or any of its 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 Borrower or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; provided that with respect to any Subsidiaries of Borrower constituting 5% of Economic Partnership Capital in the aggregate for all such Subsidiaries, any such event in clause (i) or (ii) shall not constitute a Default or Event of Default; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a judgment, decree or order for relief in respect of Holdings Holdings, any Borrower or any of its their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) in an involuntary case or proceeding under the Bankruptcy Code Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, which judgment, decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, state or state provincial law; or (ii) an involuntary case shall be commenced against Holdings Holdings, any Borrower or any of its their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) under the Bankruptcy Code Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect; or a judgment decree or order of a court having jurisdiction in the premises for the appointment of a receiver, interim receiver, liquidator, monitor, sequestrator, trustee, custodian or other officer having similar powers over Holdings Holdings, any such Borrower or any of its such Restricted 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, monitor or other custodian of Holdings Holdings, any such Borrower or any of its such Restricted 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 substantially all of the property of Holdings Holdings, any such Borrower or any of its such Restricted 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) An involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect shall be commenced against either (a) any General Partner, the Operating Partnership, or any of their Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable or (b) the Mall Owner, and, in either case, 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 Holdings any General Partner, the Operating Partnership or any of its their Subsidiaries or the Mall Owner in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or the respective board of directors of any General Partner or Limited Partners of the Operating Partnership or the Mall Owner or the board of directors or partners of any of the Operating Partnership’s Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing. (ii) To the extent such appointment relates to an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a aA decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings either (a) any General Partner, the BorrowersOperating Partnership, or any of its Subsidiaries, their Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable or over all or a substantial part of its propertythe Property of any General Partner, the Operating Partnership or any of such Subsidiaries shall have been enteredbe entered or (b) the Mall Owner; or, to the extent such appointment relates to an involuntary case under any applicable bankruptcy, insolvency or there shall have occurred the involuntary appointment of similar law now or hereafter in effect, an interim receiver, trustee or other custodian of Holdings any General Partner, the Operating Partnership or any of its such Subsidiaries for or the Mall Owner or of all or a substantial part of its property; the Property of any General Partner, the Operating Partnership or any of such Subsidiaries or the Mall Owner shall be appointed or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property Property of Holdings any General Partner, the Operating Partnership or any of its Subsidiaries, such Subsidiaries or the Mall Owner 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 dischargeddischarged within sixty (60) days after entry, appointment or issuance; oror the respective board of directors of any General Partner or Limited Partners of the Operating Partnership ofor the Mall Owner or the board of directors or partners of any of Operating Partnership’s Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing; provided that, for the avoidance of doubt, the appointment of a receiver in connection with a foreclosure proceeding with respect to a Project secured by Non-Recourse Indebtedness shall not constitute an Event of Default under this Agreement so long as the aggregate Combined Equity Value attributable to Projects for which a receiver has been so appointed does not exceed $250,000,000 at any time.

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with Following the Chapter 11 Cases, if the Chapter 11 Cases have commencedExit Facilities Conversion Date, (i) a court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries (other than any Inactive Subsidiary) in an involuntary case or application under the Bankruptcy Code Code, Canadian Insolvency Law or under any other 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 federal federal, state, or state provincial law; or (ii) an involuntary case or application shall be commenced against Holdings or any of its Subsidiaries (other than any Inactive Subsidiary) under the Bankruptcy Code Code, Canadian Insolvency Law or under any 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, interim receiver, monitor, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 a receiver, receiver-manager, interim receiver, trustee monitor, administrator, liquidator, sequestrator, trustee, or other custodian of Holdings or any of its Subsidiaries (other than any Inactive 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 or any of its SubsidiariesSubsidiaries (other than any Inactive 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings AcquisitionCo or any of its Significant Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings AcquisitionCo or any of its Significant Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings AcquisitionCo or any of its 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 or other custodian of Holdings AcquisitionCo or any of its Significant 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 AcquisitionCo or any of its Significant 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries (other than Excluded Foreign Subsidiaries) in an involuntary case under the Bankruptcy Code or under any other 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 federal federal, state or state foreign law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries (other than an Excluded Foreign Subsidiary) under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its SubsidiariesSubsidiaries (other than an Excluded Foreign 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 or other custodian of Holdings or any of its Subsidiaries (other than an Excluded Foreign 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 or any of its SubsidiariesSubsidiaries (other than an Excluded Foreign 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. Other than A court having jurisdiction in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a court of competent jurisdiction premises shall enter a decree or order for relief in respect of Holdings Borrower or any of its Borrower's Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Borrower's Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings trustee, Borrower or any of its Borrower's 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 of Holdings trustee, Borrower or any of its Borrower's 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 Borrower or any of its Borrower's 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Borrower or any of its Restricted Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Borrower or any of its Restricted Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Holdings the Borrower or any of its Restricted Subsidiaries, or over all or a substantial part of its propertyProperty, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee trustee, conservator or other custodian of Holdings the Borrower or any of its Restricted Subsidiaries for all or a substantial part of its propertyProperty; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property Property of Holdings the Borrower or any of its Restricted 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a 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 Subsidiaries that, collectively, are Immaterial Subsidiaries) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectlaw, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Borrower or any of its Subsidiaries (other than any Subsidiaries that, collectively, are Immaterial Subsidiaries) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectlaw; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Borrower or any of its Subsidiaries (other than any Subsidiaries that, collectively, are 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 of Holdings the Borrower or any of its Subsidiaries (other than any Subsidiaries that, collectively, are 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 the Borrower or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; , or (ii) an involuntary case shall be commenced against Holdings the Borrower or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Borrower or any of its 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 of Holdings the Borrower or any of its Subsidiaries for all or a substantial part of its property; property or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings the Borrower or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) An involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect shall be commenced against either (a) any General Partner, the Operating Partnership, or any of their Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable or (b) the Mall Owner, and, in either case, 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 Holdings any General Partner, the Operating Partnership or any of its their Subsidiaries or the Mall Owner in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or the respective board of directors of any General Partner or Limited Partners of the Operating Partnership or the Mall Owner or the board of directors or partners of any of the Operating Partnership's Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing. (ii) To the extent such appointment relates to an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings either (a) any General Partner, the Borrowers, or any of its Subsidiaries, their Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable or over all or a substantial part of its propertythe Property of any General Partner, the Operating Partnership or any of such Subsidiaries shall have been enteredbe entered or (b) the Mall Owner; or, to the extent such appointment relates to an involuntary case under any applicable bankruptcy, insolvency or there shall have occurred the involuntary appointment of similar law now or hereafter in effect, an interim receiver, trustee or other custodian of Holdings any General Partner, the Operating Partnership or any of its such Subsidiaries for or the Mall Owner or of all or a substantial part of its property; the Property of any General Partner, the Operating Partnership or any of such Subsidiaries or the Mall Owner shall be appointed or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property Property of Holdings any General Partner, the Operating Partnership or any of its Subsidiaries, such Subsidiaries or the Mall Owner 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 dischargeddischarged within sixty (60) days after entry, appointment or issuance; oror the respective board of directors of any General Partner or Limited Partners of the Operating Partnership of the Mall Owner or the board of directors or partners of any of Operating Partnership's Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing.

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or Borrower, any of its Subsidiaries Subsidiaries, the General Partner or the Sponsor in an involuntary case or proceeding under the Bankruptcy Code any Debtor Relief Laws or under any other applicable bankruptcy, insolvency or similar law law, now or hereafter in effecteffect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state state, provincial or territorial law; or (ii) an involuntary case or proceeding shall be commenced against Holdings or Borrower, any of its Subsidiaries Subsidiaries, the General Partner or the Sponsor under the Bankruptcy Code any Debtor Relief Laws or under any other applicable bankruptcy, insolvency or similar law 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or Borrower, any of its Subsidiaries, the General Partner or the Sponsor, 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 of Holdings or Borrower, any of its Subsidiaries Subsidiaries, the General Partner or the Sponsor 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 or Borrower, any of its Subsidiaries, the General Partner or the Sponsor, 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 Borrower, any of its Subsidiaries, the General Partner or the Sponsor; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its 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 of Holdings Company or any of its 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 Company or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty thirty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under the Bankruptcy Code or under any 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, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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, administrator, trustee or other custodian of Holdings Borrowers or any of its 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 Borrower or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Borrower, any Pledged Entity or any Material Subsidiary of its Subsidiaries the Borrower in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Borrower, any Pledged Entity, or any Material Subsidiary of its Subsidiaries the Borrower under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; and any such event described in this clause (ii) shall continue for sixty (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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Borrower, any Pledged Entity, or any Material Subsidiary of its Subsidiariesthe 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 or other custodian of Holdings the Borrower, any Pledged Entity, or any Material Subsidiary of its Subsidiaries the Borrower 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 or any of its Subsidiaries, and any such event receiver, liquidator, sequestrator, trustee, custodian or other officer described in this clause (iii) shall not have been removed within 60 days of appointment; provided, however, that in the case of the foregoing clauses (i), (ii) and (iii), to the extent such involuntary bankruptcy or insolvency is filed against a Turn-Over Subsidiary and such involuntary bankruptcy or insolvency has not been consented to, solicited by, or colluded in by Borrower or its Subsidiaries, and such involuntary bankruptcy or insolvency stays or enjoins the applicable lender from initiating a Non-Recourse Indebtedness Foreclosure, then such involuntary bankruptcy or insolvency of such Turn-Over Subsidiary shall continue for sixty days without having not constitute an Event of Default hereunder notwithstanding the fact that clause (ii) in the definition of “Turn-Over Subsidiary” has not been dismissed, bonded or dischargedsatisfied; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, Holdings or any of its their Subsidiaries other than an Immaterial Subsidiary in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Parent, Holdings or any of their Subsidiaries other than its Immaterial Subsidiaries under the CREDIT AND GUARANTY AGREEMENT EXECUTION Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent, Holdings or any of their Subsidiaries other than 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 or other custodian of Parent, Holdings or any of their Subsidiaries other than 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 Parent, Holdings or any of their Subsidiaries other than 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

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Xerium or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal federal, provincial or state law; or (ii) an involuntary case (including, without limitation, a winding-up, dissolution, reorganization, compromise or arrangement) shall be commenced against Holdings Xerium or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Xerium or any of its 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 of Holdings Xerium or any of its 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 Xerium or any of its Subsidiaries, and (A) in relation only to the Euro 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; oror SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Holdings, the Borrower or any of its Subsidiaries Specified Subsidiary in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Holdings, the Borrower or any of its Subsidiaries Specified Subsidiary under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Holdings, the Borrower or any of its SubsidiariesSpecified 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 or other custodian of Holdings Holdings, the Borrower or any of its Subsidiaries Specified 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 Holdings, the Borrower or any Specified Subsidiary; or any order, judgment or decree shall be entered against Holdings, the Borrower or any Specified Subsidiary decreeing the dissolution or split up of its Subsidiariesany such Person, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries or Holdings in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries or Holdings under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its SubsidiariesSubsidiaries or 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 or other custodian of Holdings Borrowers or any of its Subsidiaries or 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 Holdings Borrower or any of its SubsidiariesSubsidiaries or Holdings, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or or (ii) an involuntary case shall be commenced against Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over Holdings the Borrower or any Subsidiary of its Subsidiariesthe Borrower, or over all or a substantial part of its property, shall Table of Contents have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower 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 the Borrower or any Subsidiaries of its Subsidiariesthe Borrower, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable Credit and Guaranty Agreement 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code Debtor Relief Laws or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings any Borrower or any of its Subsidiaries under the Bankruptcy Code Debtor Relief Laws or under any 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 an interim receiver, receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Borrower or any of its 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, receiver, liquidator, sequestrator, trustee or other custodian officer having similar powers over any Borrower or any of Holdings its Subsidiaries for any Borrower or any of its 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, and any such event described in this clause (ii) shall continue for sixty thirty (30) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code any Debtor Relief Law or under any other 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 federal or state lawlaw or law of any other jurisdiction; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under the Bankruptcy Code any Debtor Relief Law or under any 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, administrator, provisional supervision, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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, administrator, provisional supervision, trustee or other custodian of Holdings Borrowers or any of its 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 Borrower or any of its Subsidiaries, and any such event described in this clause the foregoing clauses (i) or (ii) shall continue for sixty days [*] without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than Except in connection with or in furtherance of the LBI Transaction, except with respect to such Subsidiaries of which the Administrative Agent has received notice prior to the entry of the Interim Order and except in connection with (and except as a direct result of) the Chapter 11 Cases, if the Chapter 11 Cases have commencedCase, (i) a court of competent jurisdiction shall enter a decree or order for relief or similar relief in respect of Holdings or any of its Borrower’s Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law (domestic or foreign) now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under under, any applicable federal federal, state or state foreign law; or (ii) an involuntary case shall be commenced against Holdings or any of its Borrower’s Material Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law (domestic or foreign) now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, interim receiver, receiver-manager, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its Borrower’s 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, receiver-manager, trustee or other custodian of Holdings or any of its Borrower’s Material 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 Borrower or any of its Material Subsidiaries, and any such event described in this clause (ii) shall continue for sixty thirty days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings the Parent, the Borrower or any of its Borrower’s Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; , or (ii) an involuntary case shall be commenced against Holdings the Parent, the Borrower or any of its Borrower’s Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Parent, the Borrower or any of its Borrower’s 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 of Holdings the Parent, the Borrower or any of its Borrower’s Subsidiaries for all or a substantial part of its property; property or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings the Parent, the Borrower or any of its Borrower’s 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, winding up, dissolution, insolvency or similar law now or hereafter in effecteffect in any applicable jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, foreign or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries (other than Excluded Subsidiaries) under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian custodian, administrator or other officer in any applicable jurisdiction having similar powers over Holdings or any of its Subsidiaries (other than 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, administrator, liquidator, trustee or other custodian of Holdings or any of its Subsidiaries (other than 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 Holdings or any of its Subsidiaries (other than Excluded Subsidiaries), and any in the case of the commencement of a voluntary case under the Bankruptcy Code only, such event described in this clause (ii) case 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 Subsidiaries (other than Excluded 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Parent, Intermediate Holdings or any of its Intermediate Holdings’ Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Parent, Intermediate Holdings or any of its Intermediate Holdings’ Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Parent, Intermediate Holdings or any of its Intermediate Holdings’ 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 of Parent, Intermediate Holdings or any of its Intermediate Holdings’ 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 Intermediate Holdings or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) An involuntary case shall be commenced against the Company or any of the Company's Subsidiaries and the petition shall not be dismissed, stayed, bonded or discharged within forty-five (45) 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 Holdings the Company or any of its the Company's Subsidiaries in an involuntary case under the Bankruptcy Code or case, under any other applicable bankruptcy, insolvency or other similar law now or hereafter hereinafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, state, local or state foreign law; or . (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Company or any of its Subsidiaries, the Company's Subsidiaries or over all or a substantial part of its property, the property of the Company or any of the Company's Subsidiaries shall have been be entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings the Company or any of its the Company's Subsidiaries for or of all or a substantial part of its property; the property of the Company or any of the Company's 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 Holdings the Company or any of its Subsidiaries, the Company's Subsidiaries shall be issued Sidley Xxxxxx Xxxxx & Xxxx 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 forty-five (45) days after entry, appointment or issuance.

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with After the Chapter 11 Cases, if the Chapter 11 Cases have commencedEffective Date, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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 of Holdings Borrower or any of its 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 Borrower or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of any of Holdings or any of its Subsidiaries (other than an inactive Subsidiary identified as such in Schedule 5.1 annexed hereto (other than BDI and BPI) whose aggregate assets and annual revenues do not exceed $500,000 and $500,000, respectively, and whose financial condition does not adversely affect any other Loan Party ("INSIGNIFICANT SUBSIDIARY")) in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against any of Holdings or any of its Subsidiaries (other than an Insignificant Subsidiary) under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any of Holdings or any of its SubsidiariesSubsidiaries (other than an 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 or other custodian of any of Holdings or any of its Subsidiaries (other than an 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 any of Holdings or any of its SubsidiariesSubsidiaries (other than an Insignificant Subsidiary), 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) An involuntary case shall be commenced against Borrower or any of its Subsidiaries and the petition shall not be dismissed 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 Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or case, under any other applicable bankruptcy, insolvency or other similar law now or hereafter hereinafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, state or state foreign law; or . (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its Subsidiaries, Subsidiaries or over all or a substantial part of the property of Borrower or any of its property, Subsidiaries shall have been be entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings Borrower or any of its Subsidiaries for or of all or a substantial part of the property of Borrower or any of its property; 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 Holdings Borrower or any of its Subsidiaries, shall be issued and any such event described in this clause (ii) shall continue for sixty days without having been not be stayed, vacated, dismissed, bonded or discharged; ordischarged within sixty (60) days of entry, appointment or issuance.

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal Federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its 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 of Holdings or any of its 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 or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty thirty (30) days without having been dismissed, bonded or discharged; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Company or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Company or any of its 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 of Holdings Company or any of its 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 Company or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; oror 126

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings the Company or any Significant Subsidiary, or group of its Subsidiaries that collectively would constitute a Significant Subsidiary, in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law, and any such event described in this clause (i) shall continue for 60 days unless dismissed or stayed; or or (ii) an involuntary case shall be commenced against Holdings the Company or any Significant Subsidiary, or group of its Subsidiaries that collectively would constitute a Significant Subsidiary, under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Company or any Significant Subsidiary, or group of its SubsidiariesSubsidiaries that collectively 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, trustee or other custodian of Holdings the Company or any Significant Subsidiary, or group of its Subsidiaries that collectively 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 the Company or any Significant Subsidiary, or group of its SubsidiariesSubsidiaries that collectively would constitute a Significant Subsidiary, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Borrower or any of its Restricted Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings any Borrower or any of its Restricted Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Borrower or any of its 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 or other custodian of Holdings any Borrower or any of its Restricted 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 Restricted 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Global Parent or any of its Subsidiaries (excluding the Excluded Entities) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency 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 federal or state law; , or (ii) an involuntary case shall be commenced against Holdings Global Parent or any of its Subsidiaries (excluding the Excluded Entities) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency 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, liquidator, sequestrator, trustee, custodian custodian, or other officer having similar powers over Holdings Global Parent or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities), 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 Global Parent or any of its Subsidiaries (excluding the Excluded Entities) 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 Holdings Global Parent or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities), 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Parent or any of its Restricted Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state lawLaw; or (ii) an involuntary case shall be commenced against Holdings Parent or any of its Restricted Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Parent or any of its 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 or other custodian of Holdings Parent or any of its Restricted 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 Parent or any of its Restricted Subsidiaries, and any such event described in this clause (ii) shall continue for sixty consecutive days without having been dismissed, bonded or discharged; provided, any reference in this Section 8.1(f) to a Restricted Subsidiary shall exclude any Immaterial Subsidiary affected by any event or circumstances referred herein (it being agreed that all Immaterial Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together for purposes of determining whether such Persons, collectively, shall be deemed an Immaterial Subsidiary); or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings any Credit Party or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings any Credit Party or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iii) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings any Credit Party or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or (iv) there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings any Credit Party or any of its Subsidiaries for all or a substantial part of its property; or (v) a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings any Credit Party or any of its Subsidiaries; provided that, and any such event described notwithstanding the foregoing, the events set forth in this clause (iif) with respect to any Credit Party or any of its Subsidiaries (in each case, other than a Borrower, Hot Air, BurgerFi International, LLC, BF Restaurant Management, LLC, BurgerFi IP, LLC, ACFP Management or Xxxxxxx’s Pizza Holding Company, LLC) shall continue for sixty days without having been dismissed, bonded or dischargednot constitute an Event of Default unless any of the events described in clauses (i) through (v) above occur with respect to such Credit Parties and/or Subsidiaries owning and operating more than two restaurants in the aggregate over the term of this Agreement; or

Involuntary Bankruptcy; Appointment of Receiver, Etc. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent having jurisdiction in the premises shall enter a decree or order for relief in respect of Holdings the Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings the Company or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings the Company or any of its 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 of Holdings the Company or any of its 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 the Company or any of its 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Holdings, the Borrower or any of its Subsidiaries other Restricted Subsidiary that is a Material Subsidiary in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Law, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal federal, state or state foreign law; or (ii) an involuntary case shall be commenced against Holdings Holdings, the Borrower or any of its Subsidiaries under the Bankruptcy Code or other Restricted Subsidiary that is a Material Subsidiary under any other applicable bankruptcy, insolvency or similar 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Holdings, the Borrower or any of its Subsidiariesother 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, trustee receiver, liquidator, sequestrator, trustee, custodian or other custodian of Holdings officer having similar powers over Holdings, the Borrower or any of its Subsidiaries for other 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 Holdings, the Borrower or any of its Subsidiariesother 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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 of Holdings Borrower or any of its 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 Borrower or any of its Subsidiaries, 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. Other than in connection with the Chapter 11 Cases, if the Chapter 11 Cases have commenced, (i) a A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings Borrower or any of its Material Subsidiaries in an involuntary case under the Bankruptcy Code or under any other 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 federal or state law; or or (ii) an involuntary case shall be commenced against Holdings Borrower or any of its Material Subsidiaries under the Bankruptcy Code or under any 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, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings Borrower or any of its 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 or other custodian of Holdings Borrower or any of its Material 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 Borrower or any of its Material Subsidiaries, and any such event described in this clause (iif) shall continue for sixty days without having been dismissed, bonded or discharged; or