Common use of Liquidation and Similar Proceedings Clause in Contracts

Liquidation and Similar Proceedings. (i) a meeting of the shareholders or directors of Lessee or any Material Lessee Affiliate is convened to consider a resolution to present an application for an administration order or to appoint an administrator (whether out of court or otherwise) or any such resolution is passed; or (ii) any step (including filing of a petition or application to the court or affidavit, giving of notice, petition proposal or convening a meeting or giving notice) is taken with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration (whether out of court or otherwise), custodianship, reorganization, liquidation, protection from creditors or dissolution of, Lessee or any Material Lessee Affiliate or any other insolvency or bankruptcy proceedings (including any concurso mercantil or suspension de pagos proceedings) involving Lessee or any Material Lessee Affiliate; or (iii) any order is made or resolution passed or petition filed for any such composition, assignment, arrangement, rehabilitation, administration (whether out of court or otherwise), custodianship, reorganization, liquidation, dissolution or insolvency or bankruptcy proceedings, or Lessee or any Material Lessee Affiliate becomes subject to or enters into any of the foregoing unless, in the case of any such involuntary action filed against Lessee or such Material Lessee Affiliates without its consent or acquiescence, the same is dismissed or stayed within sixty (60) days; or (iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, examiner or similar officer (in each case, whether out of court or otherwise) is appointed, or an assignment for the benefit of creditors is made, or an order for relief under the United States bankruptcy laws is granted or entered, in respect of Lessee, or any Material Lessee Affiliate or any of their respective assets; or (v) an administrative or other receiver or manager or other insolvency officer (in each case, whether out of court or otherwise) is appointed in respect of Lessee or any Material Lessee Affiliate or any material part of their respective assets; or (vi) Lessee or any Material Lessee Affiliate requests any Person to appoint such a receiver or manager (whether out of court or otherwise); or (vii) any other steps are taken to enforce any Security Interest over all or any material part of the assets of Lessee or any Material Lessee Affiliate; or (viii) any attachment, sequestration, distress or execution affects any material assets of Lessee or any Material Lessee Affiliate and is not discharged or stayed within thirty (30) days of such attachment, sequestration, distress or execution; or

Liquidation and Similar Proceedings. Other than in respect of the Bankruptcy Cases: (i) a meeting of the shareholders or directors of Lessee or after Xxxxxx’s request therefore, any Material Lessee Affiliate is convened to consider a resolution to present an application for an administration order or to appoint an administrator (whether out of court or otherwise) or any such resolution is passed; or (ii) any step (including filing of a petition or application to the court or affidavit, giving of notice, petition proposal or convening a meeting or giving noticean order for relief) is taken with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration (whether out of court or otherwise), custodianship, reorganization, liquidation, protection from creditors or dissolution of, Lessee or any Material Lessee Affiliate or any other insolvency or bankruptcy proceedings (including any concurso mercantil or suspension de pagos proceedings) involving Lessee or any Material Lessee Affiliate; or (iii) any order is made or resolution passed or petition filed for any such composition, assignment, arrangement, rehabilitation, administration (whether out of court or otherwise), custodianship, reorganization, liquidation, dissolution or insolvency or bankruptcy proceedings, or Lessee or any Material Lessee Affiliate Xxxxxx becomes subject to or enters into any of the foregoing unlessforegoing; provided that if a creditor of Lessee files an involuntary petition for Xxxxxx’s bankruptcy or liquidation, such petition has been in the case of any such involuntary action filed against Lessee or such Material Lessee Affiliates without its consent or acquiescence, the same is dismissed or stayed within sixty effect and unstayed for at least ninety (6090) days; or (ivii) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, examiner or similar officer (in each case, whether out of court or otherwise) is appointed, or an assignment for the benefit of creditors is made, or an order for relief under the United States bankruptcy laws of any jurisdiction is requested by Xxxxxx and granted or entered, in respect of Lessee, or any Material Lessee Affiliate or any of their respective its assets; or (viii) an administrative or other receiver or manager or other insolvency officer (in each case, whether out of court or otherwise) is appointed at the request of Xxxxxx in respect of Lessee or any Material Lessee Affiliate or any material part of their respective its assets; or (viiv) an involuntary case or proceeding is commenced in a court of competent jurisdiction against Lessee seeking liquidation, reorganization, control, supervision or other relief with respect to Lessee or its debts under any Material insolvency law or seeking the appointment of a trustee, examiner, liquidator, administrator, receiver, custodian or similar official of Lessee Affiliate requests any Person to appoint such a receiver or manager (whether out of court or otherwise); or (vii) any other steps are taken to enforce any Security Interest over all or any material part of the business or assets of Lessee and such involuntary case or any Material Lessee Affiliate; or other proceeding shall remain un- dismissed and un-stayed for a period of ninety (viii90) any attachment, sequestration, distress or execution affects any material assets of Lessee or any Material Lessee Affiliate and is not discharged or stayed within thirty (30) days of such attachment, sequestration, distress or execution; ordays.

Liquidation and Similar Proceedings. (i) a meeting of the shareholders or directors of Lessee any Relevant Borrower or any Material Lessee Affiliate Borrower Party is convened to consider a resolution to present an application for an administration order or to appoint an administrator (whether out of court or otherwise) or any such resolution is passed; or (ii) any step (including filing of a petition or application to the court or affidavit, giving of notice, petition proposal or convening a meeting or giving noticemeeting) is taken by any Relevant Borrower or any Borrower Party with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration (whether out of court or otherwise), ) custodianship, reorganization, liquidation, protection from creditors or dissolution of, Lessee any Relevant Borrower or any Material Lessee Affiliate Borrower Party or any other insolvency or bankruptcy proceedings (including involving any concurso mercantil or suspension de pagos proceedings) involving Lessee Relevant Borrower or any Material Lessee AffiliateBorrower Party; or (iii) any order is made or resolution passed or petition filed for any such composition, assignment, arrangement, rehabilitation, administration (whether out of court or otherwise), ) custodianship, reorganization, liquidation, dissolution or insolvency or bankruptcy proceedings, or Lessee any Relevant Borrower or any Material Lessee Affiliate Borrower Party becomes subject to or enters into any of the foregoing unless, in the case of any such involuntary action filed against Lessee or such Material Lessee Affiliates without its consent or acquiescence, the same is dismissed or stayed within sixty (60) daysforegoing; or (iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, examiner or similar officer (in each case, whether out of court or of otherwise) is appointed, or an assignment for the benefit of creditors is made, or an order for relief under the United States bankruptcy laws is granted or entered, appointed in respect of Lessee, any Relevant Borrower or any Material Lessee Affiliate Borrower Party, any of their directors or any of their respective assets; or (v) an administrative or other receiver or manager or other insolvency officer (any step referred to in each case, whether out of court or otherwisesub-clause 19.1(f)(ii) is appointed in respect taken by any person other than a Relevant Borrower, provided that no Senior Event of Lessee Default shall arise pursuant to this sub-clause 19.1(f) if (A) the proceedings are vexatious and without merit or relate to a disputed sum; (B) the relevant Obligor is otherwise solvent; (C) the Senior Agent is satisfied (acting reasonably) that the Relevant Borrower or any Material Lessee Affiliate or any material part of their respective assetsBorrower Party is diligently seeking to discharge such petition; or (viD) Lessee or any Material Lessee Affiliate requests any Person to appoint such a receiver or manager the step does not affect the Security Interests which secured the relevant Obligor’s obligations under the Operative Documents, and (whether out of court or otherwise); or E) the action is remedied within fourteen (vii) any other steps are taken to enforce any Security Interest over all or any material part of the assets of Lessee or any Material Lessee Affiliate; or (viii) any attachment, sequestration, distress or execution affects any material assets of Lessee or any Material Lessee Affiliate and is not discharged or stayed within thirty (3014) days of taking such attachment, sequestration, distress or executionstep; or

Liquidation and Similar Proceedings. Lessee or any of its Subsidiaries shall (i) a meeting of the shareholders apply for or directors of Lessee or any Material Lessee Affiliate is convened to consider a resolution to present an application for an administration order or to appoint an administrator (whether out of court or otherwise) or any such resolution is passed; or (ii) any step (including filing of a petition or application consent to the court or affidavit, giving of notice, petition proposal or convening a meeting or giving notice) is taken with a view to a composition, assignment or arrangement with any creditors appointment of, or the rehabilitationtaking of possession by, administration a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property, (whether out ii) make a general assignment for the benefit of court or otherwise)its creditors, custodianship(iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, protection from creditors dissolution, arrangement or dissolution ofwinding-up, Lessee or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any Material Lessee Affiliate petition filed against it in an involuntary case under the Bankruptcy Code or (vi) take any other insolvency or bankruptcy proceedings (including corporate action for the purpose of effecting any concurso mercantil or suspension de pagos proceedings) involving Lessee or any Material Lessee Affiliateof the foregoing; or (iiii) Receiver: A proceeding or case shall be commenced, without the application or consent of the Lessee or any order is made or resolution passed or petition filed for of its Subsidiaries, in any such compositioncourt of competent jurisdiction, assignment, arrangement, rehabilitation, administration seeking (whether out of court or otherwise), custodianship, i} its reorganization, liquidation, dissolution dissolution, arrangement or insolvency or bankruptcy proceedingswinding-up, or the composition or readjustment of its debts, (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of Lessee or such Subsidiary, as the case may be, or of all or any Material substantial part of its property, or (iii) similar relief in respect of Lessee Affiliate becomes subject or such Subsidiary, as the case may be, under any law relating to bankruptcy, insolvency, reorganization, winding-up, or enters into composition or adjustment of debts and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing unlessshall be entered and continue unstayed and in effect, in the case for a period of any such involuntary action filed against Lessee 60 or such Material Lessee Affiliates without its consent or acquiescence, the same is dismissed or stayed within sixty (60) more days; or (iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, examiner or similar officer (in each case, whether out of court or otherwise) is appointed, or an assignment for the benefit of creditors is made, or an order for relief under the United States bankruptcy laws is granted or entered, in respect of Lessee, or any Material against Lessee Affiliate or any of their respective assetsits Subsidiaries shall be entered in an involuntary case under the Bankruptcy Code; or (v) an administrative or other receiver or manager or other insolvency officer (in each case, whether out of court or otherwise) is appointed in respect of Lessee or any Material Lessee Affiliate or any material part of their respective assets; or (vi) Lessee or any Material Lessee Affiliate requests any Person to appoint such a receiver or manager (whether out of court or otherwise); or (vii) any other steps are taken to enforce any Security Interest over all or any material part of the assets of Lessee or any Material Lessee Affiliate; or (viii) any attachment, sequestration, distress or execution affects any material assets of Lessee or any Material Lessee Affiliate and is not discharged or stayed within thirty (30) days of such attachment, sequestration, distress or execution; or

Liquidation and Similar Proceedings. 8 (i) a meeting of the shareholders or directors of Lessee or any Material Lessee Affiliate the Borrower is convened to consider a resolution to present an application for an administration order or to appoint an administrator (whether out of court or otherwise) or any such resolution is passed; or (ii) any step (including filing of a petition or application to the court or affidavit, giving of notice, petition proposal or convening a meeting or giving noticemeeting) is taken by the Borrower with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration (whether out of court or otherwise), ) custodianship, reorganization, liquidation, protection from creditors or dissolution of, Lessee or any Material Lessee Affiliate the Borrower or any other insolvency or bankruptcy proceedings (including any concurso mercantil or suspension de pagos proceedings) involving Lessee or any Material Lessee Affiliatethe Borrower; or (iii) any order is made or resolution passed or petition filed for any such composition, assignment, arrangement, rehabilitation, administration (whether out of court or otherwise), ) custodianship, reorganization, liquidation, dissolution or insolvency or bankruptcy proceedings, or Lessee or any Material Lessee Affiliate the Borrower becomes subject to or enters into any of the foregoing unless, in the case of any such involuntary action filed against Lessee or such Material Lessee Affiliates without its consent or acquiescence, the same is dismissed or stayed within sixty (60) daysforegoing; or (iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, examiner or similar officer (in each case, whether out of court or of otherwise) is appointed, or an assignment for the benefit of creditors is made, or an order for relief under the United States bankruptcy laws is granted or entered, appointed in respect of Lesseethe Borrower, or any Material Lessee Affiliate of their directors or any of their respective assets; or (v) an administrative or other receiver or manager or other insolvency officer ([any step referred to in each case, whether out of court or otherwisesub-clause 19.1(f)(ii) is appointed in respect of Lessee or any Material Lessee Affiliate or any material part of their respective assets; or (vi) Lessee or any Material Lessee Affiliate requests any Person to appoint such a receiver or manager (whether out of court or otherwise); or (vii) any other steps are taken by any person other than the Borrower, provided that no Senior Event of Default shall arise pursuant to enforce any this sub-clause 19.1(f)(v) if (A) the proceedings are vexatious and without merit or relate to a disputed sum; (B) the relevant Obligor is otherwise solvent; (C) the Senior Agent is satisfied (acting reasonably) that the Borrower is diligently seeking to discharge such petition; (D) the step does not affect the Senior Agent Security Interest over all or any material part of Interests which secured the assets of Lessee or any Material Lessee Affiliate; or relevant Obligor’s obligations under the Operative Documents, and (viiiE) any attachment, sequestration, distress or execution affects any material assets of Lessee or any Material Lessee Affiliate and the action is not discharged or stayed remedied within thirty (30) 7 days of taking such attachment, sequestration, distress or executionstep; oror]9