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

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Company or Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its respective property; or Company or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Company or Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Company or Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f7.1(g); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Credit Party or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Credit Party or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Credit Party or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings any Credit Party or any of its Subsidiaries (or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f9.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall file a petition or application seeking any relief or shall otherwise commence a voluntary case under the Bankruptcy Code or proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectInsolvency Law, or shall consent to, or fail to contest in a timely manner the commencement of, or the entry of an order for relief in an involuntary casecase or proceeding, or to the conversion of an involuntary case to a voluntary casecase or proceeding, under any such law, or shall consent to, or fail to contest in a timely manner, the commencement of, or the appointment of or taking possession by a receiver, trustee receiver-manager, trustee, custodian or other custodian similar officer for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become duedue or is otherwise insolvent; or the board of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries (other than any Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 8.1(g) or in Section 8.1(f)) above; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the making by the Borrower or any of its Material Subsidiaries shall make of any assignment for the benefit of creditorscreditors generally; or (ii) Holdings the inability or failure of the Borrower or any of its Subsidiaries shall be unableMaterial Subsidiaries, or shall fail generally, the admission by the Borrower or shall admit any of its Material Subsidiaries in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings the Borrower or any of its Subsidiaries Material Subsidiary (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f)foregoing; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries (other than Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries (other than Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries (other than Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Subsidiaries (other than Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, any Borrower or any of its the Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such lawLaw, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, any Borrower or any of its the Restricted Subsidiaries shall make any general assignment for the benefit of creditors; or (ii) Holdings Holdings, any Borrower or any of its the Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay generally its debts as such debts they become due; or (iii) the board Board of directors (or similar governing body) Directors of Holdings Holdings, any Borrower or any of its the Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to formally approve any of the actions referred to herein or in Section 8.1(f); or (iv) Holdings or any Restricted Subsidiary shall consent to a moratorium under the laws of the United Kingdom in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, Company or any of its their Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, Company or any of its their Material Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Holdings, Company or any of its their Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Holdings, Company or any of its their Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Loan Party or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Loan Party or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Loan Party or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings any Loan Party or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Loan Party or any of its Significant Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, conservator or other custodian for all or a substantial part of its property; or Holdings any Loan Party or any of its Significant Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Loan Party or any of its Significant Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings any Loan Party or any of its Significant Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Company or any of its Restricted Subsidiaries or any Subsidiary Borrower shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the making by the Company or any of its Restricted Subsidiaries shall make or any Subsidiary Borrower of any assignment for the benefit of creditors; or (ii) Holdings the inability or failure of the Company or any of its Restricted Subsidiaries shall be unableor any Subsidiary Borrower, or shall fail generally, the admission by the Company or shall admit any of its Restricted Subsidiaries or any Subsidiary Borrower in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings the Company or any of its Subsidiaries Restricted Subsidiary or any Subsidiary Borrower (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f)foregoing; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Credit Party or any of its Subsidiaries Material Subsidiary shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Credit Party or any of its Subsidiaries Material Subsidiary shall make any assignment for the benefit of creditors; or (ii) Holdings any Credit Party or any of its Subsidiaries Material Subsidiary shall be unable, or shall fail generallygenerally to pay debts as such debts become due, or shall admit in writing its inability, inability to pay its debts as such debts become duegenerally; or the board of directors (or similar governing body) of Holdings any Credit Party or any of its Subsidiaries Material Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in this Section 8.1(f8.01(g); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence institute a voluntary case seeking liquidation or reorganization under Chapter 7 or Chapter 11, respectively, of the Bankruptcy Code or any similar proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectApplicable Law, or shall consent to the entry of an order for relief in an involuntary case, thereto; or shall consent to the conversion of an involuntary case to a voluntary case; or shall file a petition, under answer a complaint or otherwise institute any such lawproceeding seeking, or shall consent to or acquiesce in the appointment of or taking possession by of, a receiver, liquidator, sequestrator, custodian, trustee or other custodian for all or a substantial part of its property; or Holdings officer with similar powers over the Borrower or any of its Subsidiaries or to take possession of all or a substantial portion of its property or to operate all or a substantial portion of its business; or shall make any a general assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generallygenerally not pay, or shall admit in writing its inabilityinability to pay, to pay its debts as such debts they become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); orforegoing;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Global Parent or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency insolvency, or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, or other custodian for all or a substantial part of its property; , or Holdings Global Parent or any of its Subsidiaries shall make any assignment for the benefit of creditors; , or (ii) Holdings Global Parent or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; , or the board of directors Board (or similar governing body) of Holdings Global Parent or any of its Subsidiaries (or any committee thereofthereof with authority therefor) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); , or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries Any Material Company shall have an order for relief entered with respect to it or shall commence a voluntary case (or analogous proceeding under any Debtor Relief Law) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary casecase (or analogous proceeding under any Debtor Relief Law), or to the conversion of an involuntary case to a voluntary casecase (or analogous proceeding under any Debtor Relief Law), under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, examiner, liquidator, conservator or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries Material Company shall make any a general assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries Material Company shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors Directors (or similar governing body) or shareholders of Holdings any Loan Party or any of its Subsidiaries (Subsidiaries, or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or (iii) a Dutch Loan Party shall have filed a notice under Section 36 of the Dutch Tax Collection Act (Invorderingswet 1990); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the making by the Borrower or any of its Restricted Subsidiaries shall make of any assignment for the benefit of creditors; or (ii) Holdings the inability or failure of the Borrower or any of its Subsidiaries shall be unableRestricted Subsidiaries, or shall fail generally, the admission by the Borrower or shall admit any of its Restricted Subsidiaries in writing of its inability, inability to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Subsidiaries Restricted Subsidiary (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f)foregoing; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Subsidiaries Material Subsidiary shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectlaw, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Subsidiaries Material Subsidiary shall make any assignment for the benefit of creditors; or (ii) Holdings the Borrower or any of its Subsidiaries Material Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Subsidiaries Material Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this clause (g) or in Section 8.1(f); orclause (f) above;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors Directors (or similar governing body) of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries (other than any Immaterial Subsidiary) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries (other than any Immaterial Subsidiary) shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries (other than any Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Subsidiaries (other than any Immaterial Subsidiary) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or Credit Party shall commence a voluntary case under or proceeding (including the Bankruptcy Code or filing of a notice of intention in respect thereof) under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary casecase or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary casecase or proceeding, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee liquidator, sequestrator, trustee, custodian, interim receiver, receiver and manager, administrator, agent or other custodian officer having similar powers for all or a substantial material part of its propertyassets; or Holdings or any of its Subsidiaries Credit Party shall make any assignment for the benefit of creditors; or (ii) Holdings any Credit Party or any of its Subsidiaries the Servicer shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries such Credit Party (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f7.1(g); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Company or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an any involuntary case, or to the conversion of from an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee or other custodian for all or a substantial part substantially all of its property; or Holdings the making by the Company or any of its Material Subsidiaries shall make of any assignment for the benefit of creditors; or (ii) Holdings the inability or failure of the Company or any of its Subsidiaries shall be unableMaterial Subsidiaries, or shall fail generally, the admission by the Company or shall admit any of its Material Subsidiaries in writing of its inability, to generally pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings the Company or any of its Material Subsidiaries (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any takes action to approve any of the actions referred to herein or in Section 8.1(f)foregoing; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary) shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (other than any Immaterial Subsidiary), or any committee thereof) , shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f) or (h); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Company or Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its respective property; or Company or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Company or Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Company or Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f7.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries Significant Subsidiary shall seek to have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency insolvency, reorganization, liquidation or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, conservator or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries Significant Subsidiary shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries Significant Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts generally, as such debts become due; or (iii) there shall have occurred the board voluntary appointment of directors (a receiver, trustee, conservator or similar governing body) other custodian of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f)Significant Subsidiary; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, conservator or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) the board of directors (or similar governing body) of Holdings Parent, Holdings, Borrower or any of its Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f7.1(f); or;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency insolvency, dissolution, liquidation or similar law (whether federal, state or foreign) now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries Any Material Entity shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, administrator, liquidator, manager, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries Material Entity shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries Material Entity shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become duedue or suspends or threatens to suspend making payments of its debts; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries Material Entity (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or (iii) any analogous step or procedure shall be taken under the laws of any jurisdiction in respect of any Material Entity; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for of all or a substantial part of its property; or Holdings the Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings the Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower, Mortgagor, Guarantor or any of its their respective Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower, Mortgagor, Guarantor or any of its their respective Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower, Mortgagor, Guarantor or any of its their respective Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Company or Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its respective property; or Company or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Company or Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Company or Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f7.1(e); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, Company or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, Company or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Holdings, Company or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Holdings, Company or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any Subsidiary of its Subsidiaries the Borrower shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower shall make any assignment for the benefit of creditors; or or (ii) Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings the Borrower or any Subsidiary of its Subsidiaries the Borrower (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Borrower or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such lawLaw, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Borrower or any of its Subsidiaries shall hall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) the board Board of directors (or similar governing body) Directors of Holdings the Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries Seller shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its respective property; or Holdings Company or any of its Subsidiaries Seller shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries Seller shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Company or any of its Subsidiaries Seller (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f7.1(h); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Holdings, Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Holdings, Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Credit Party or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Credit Party or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Credit Party or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings any Credit Party or any of its Material Subsidiaries (or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f9.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Parent Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Parent Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Parent Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Parent Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Restricted Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Borrower or any of its Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Credit Party or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Credit Party or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Credit Party or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings any Credit Party or any of its Subsidiaries (or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f9.1(f); oror (h)

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The REIT, Borrower, any Subsidiary, or any of its Subsidiaries Agreement Party shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking of possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the REIT, Borrower, any Subsidiary, or any of its Subsidiaries Agreement Party shall make any assignment for the benefit of creditors; creditors or (ii) Holdings or any of its Subsidiaries shall be unableunable or fail, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board general partner(s), trustees or Board of directors (or similar governing body) of Holdings or any of its Subsidiaries Directors (or any committee thereof) shall adopt ), as applicable, of the REIT, Borrower, any Subsidiary, or any Agreement Party adopts any resolution or otherwise authorize authorizes any action to approve any of the actions referred to herein or in Section 8.1(f); orforegoing.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, any Borrower or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectCode, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, any Borrower or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Holdings, any Borrower or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Holdings, any Borrower or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Parent or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Parent or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Parent or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Parent or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Subsidiaries (other than any Immaterial Subsidiary or any Escrow Subsidiary) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings , (ii) the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiary or any Escrow Subsidiary) shall make any a general assignment for the benefit of creditors; , or (iiiii) Holdings the Borrower or any of its Subsidiaries shall be unable, (other than any Immaterial Subsidiary or shall fail generally, or any Escrow Subsidiary) shall admit in writing its inability, inability to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency insolvency, reorganization, liquidation or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, administrator, liquidator or other custodian for all or a substantial part of its property; or (ii) Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (iiiii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings A Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings a Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings a Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become duedue and in each case a period of 30 days shall have elapsed; or the board Board of directors (or similar governing body) Directors of Holdings a Borrower or any of its Subsidiaries (or any committee thereof) or of its managing member shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries Borrower shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary casecase or proceeding, or to the conversion of an involuntary case to a voluntary casecase or proceeding, under any such law, or shall seek or consent to or acquiesce in the appointment of or taking possession by a receiver, trustee trustee, conservator, liquidator or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries Borrower shall make any assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; or (ii) Holdings or any of its Subsidiaries Borrower shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) the board of directors (or similar governing body) of Holdings or any of its Subsidiaries Borrower (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or7.1(f) (Involuntary Bankruptcy;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, examiner, administrator, trustee or other custodian for all or a substantial part of its property; or Holdings the Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors Directors (or similar governing body) of Holdings the Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Company or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Company or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the members of Holdings or its board of directors (or similar governing body) of Holdings or any of its Subsidiaries (other than Immaterial Subsidiaries) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this clause (g) or in Section 8.1(f)clause (f) above; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (ia) Holdings Parent, Company or any of its their respective Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Parent, Company or any of its their respective Subsidiaries shall make any assignment for the benefit of creditors; or or (iib) Holdings Parent, Company or any of its their respective Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, generally, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Parent, Company or any of its their respective Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (a) above or in Section 8.1(fthis clause (b); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Any Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings any Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) of this Section 11(g) or in Section 8.1(fthis clause (ii); or.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Significant Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Significant Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Significant Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Company or any of its Significant Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or --------------------------------------------------- any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such lawDebtor Relief Laws, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its their property; or Holdings the making by Company or any of its Material Subsidiaries shall make of any assignment for the benefit of creditors; or (ii) Holdings the inability or failure of Company or any of its Material Subsidiaries shall be unable, or shall fail generally, the admission by Company or shall admit any of its Material Subsidiaries in writing its inability, of their inability to pay its their debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Material Subsidiaries (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f)foregoing; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Euramax or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effecteffect in any applicable jurisdiction, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Euramax or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Euramax or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Euramax or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Significant Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Significant Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Borrower or any of its Significant Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its their respective inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Significant Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 8.7 or in Section 8.1(f)8.6 above; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Credit Party or any of its their respective Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Credit Party or any of its their respective Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Credit Party or any of its their respective Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) the board of directors (or similar governing body) of Holdings any Credit Party or any of its their respective Subsidiaries (or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clauses (i) or (ii) above or in Section 8.1(f9.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Xerium or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Xerium or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Xerium or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Xerium or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its general inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Credit Party, any Subsidiary or any of its Subsidiaries Owner Pledgor shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings any Credit Party, any Subsidiary or any of its Subsidiaries Owner Pledgor shall make any general assignment for the benefit of creditors; creditors or (ii) Holdings any Credit Party, any Subsidiary or any of its Subsidiaries Owner Pledgor shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings any Credit Party or any of its Subsidiaries (Subsidiary or any committee thereof) thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f9.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Significant Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Significant Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Borrower or any of its Significant Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its their respective inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Significant Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 7.7 or in Section 8.1(f)7.6 above; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries Material Company shall have an order for relief entered with respect to it or shall commence a voluntary case under the any Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries Material Company shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries Material Company shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries Material Company (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 8.1(g) or in Section 8.1(f), provided that this Section 8.1(g) shall not apply to any Permitted Liquidation; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries Any Material Entity shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, receiver and manager, administrator, liquidator, provisional liquidator, manager, trustee or other custodian custodian, controller or managing controller for all or a substantial part of its property; or Holdings or any of its Subsidiaries Material Entity shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries Material Entity shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become duedue or suspends or threatens to suspend making payments of its debts; or the board Board of directors Directors (or similar governing body) of Holdings or any of its Subsidiaries Material Entity (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or (iii) any analogous step or procedure shall be taken under the laws of any jurisdiction in respect of any Material Entity; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (ia) Holdings or Any Group Member (other than any of its Subsidiaries Immaterial Subsidiary) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries Group Member (other than any Immaterial Subsidiary) shall make any a general assignment for the benefit of creditors; or or (iib) Holdings or any of its Subsidiaries Group Member (other than any Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, generally, to pay its debts as such debts become duedue or shall make a general assignment for the benefit of creditors; or the board Governing Body of directors any Group Member (or similar governing bodyother than any Immaterial Subsidiary) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.7(a) or this Section 8.7(b); or.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the making by Company or any of its Material Subsidiaries shall make of any assignment for the benefit of creditors; or or (ii) Holdings the inability or failure of Company or any of its Subsidiaries shall be unableMaterial Subsidiaries, or shall fail generally, the admission by Company or shall admit any of its Material Subsidiaries in writing of its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Material Subsidiaries (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein in clause (i) or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Material Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Borrower or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Borrower or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries Guarantors shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries Guarantors shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries Guarantors shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries Guarantors (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f)10.7; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Restricted Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Company or any of its Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Company or any of its Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Company or any of its Subsidiaries Material Domestic Subsidiary shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Company or any of its Subsidiaries Material Domestic Subsidiary shall make any assignment for the benefit of creditors; or or (ii) Holdings Company or any of its Subsidiaries Material Domestic Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Company or any of its Subsidiaries Material Domestic Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings the Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings the Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 9.01(g) or in Section 8.1(f9.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries (other than DTA Development, LLC and Waterside Urban Renewal Corporation) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.1(h); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, the Company or any of its the Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, the Company or any of its the Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Holdings, the Company or any of its the Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Holdings, the Company or any of its the Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Parent, Borrower or any of its Subsidiaries Controlled Group Member (other than any Immaterial Subsidiary), shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Parent or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Parent or any of its Subsidiaries (other than any Immaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Parent or any of its Subsidiaries (or any committee thereof) (other than any Immaterial Subsidiary) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Any Loan Party or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee trustee, conservator or other custodian for all or a substantial part of its property; or Holdings any Loan Party or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings any Loan Party or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) or the board of directors (or similar governing body) of Holdings any Loan Party or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f8.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Parent or any of its Subsidiaries Subsidiary shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such lawDebtor Relief Law, or shall consent to the appointment of or taking possession by a receiver, trustee liquidator, sequestrator, trustee, custodian or other custodian for officer having similar powers over Parent or any Subsidiary, or over all or a substantial part of its propertyproperty (other than any liquidation permitted by Section 6.8(b)(iii)); or Holdings Parent or any of its Subsidiaries Subsidiary shall make any assignment for the benefit of creditors; or (ii) Holdings Parent or any of its Subsidiaries Subsidiary shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Parent or any of its Subsidiaries Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in this Section 7.1(g) or in Section 8.1(f7.1(f); or;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Restricted Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings Borrower or any of its Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings Borrower or any of its Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f9.01(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings CB Holdings, the Company or any of its Subsidiaries Material Subsidiary shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the making by CB Holdings, the Company, or any Material Subsidiary of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings the admission by CB Holdings, the Company or any of its Material Subsidiaries shall be unable, or shall fail generally, or shall admit in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings CB Holdings, the Company or any of its Subsidiaries Material Subsidiary (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in Section 8.1(f)foregoing; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (ia) Holdings or any of its Subsidiaries Any Obligor shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries Obligor shall make any assignment for the benefit of creditors; or (iib) Holdings or any of its Subsidiaries Obligor shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries Obligor (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or12.1.8.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Holdings, Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Holdings, Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Holdings, Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings Holdings, Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings The Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings the Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings the Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Governing Body of directors (or similar governing body) of Holdings the Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings Borrower or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors; or or (ii) Holdings Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board Board of directors (or similar governing body) Directors of Holdings Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein in clause (i) above or in Section 8.1(fthis clause (ii); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries Any Relevant Entity shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries Relevant Entity shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries Relevant Entity shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries Relevant Entity (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or