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

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower or any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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) ParentHoldings, any Borrower or any Material Significant Subsidiary or any group of Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of Borrower), would constitute a Person all or substantially all of whose assets comprise any Specified Property) Significant 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 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 ParentHoldings, any Borrower or any Material Significant Subsidiary or any group of Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of Borrower), would constitute a Person all or substantially all of whose assets comprise any Specified Property) Significant Subsidiary, shall make any assignment for the benefit of creditors; or (ii) ParentHoldings, any Borrower or any Material Subsidiary (other than any Significant Subsidiary or any group of Subsidiaries all or substantially all that, taken together (as of whose assets comprise Specified Properties or Capital Stock the most recent unaudited consolidated financial statements of Parent Borrower), would constitute a Person all or substantially all of whose assets comprise any Specified Property) Significant 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 ParentHoldings, any Borrower or any Material Significant Subsidiary or any group of Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements of Parent (other than any Borrower), would constitute a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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) ParentThe entry against Holdings, any Borrower or any Material Subsidiary of Parent its Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all Immaterial Subsidiary) of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall have an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall commence any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Law, or shall the consent by Holdings, any Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case, case or to the conversion of an involuntary case to a voluntary case, under any such lawDebtor Relief Law, or shall the consent by any Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any Material Subsidiary of Parent its Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock Immaterial Subsidiary) of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; (iii) any English Group Member (other than any Immaterial Subsidiary) is unable to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under English law or suspends or resolves or declares in writing an intention to suspend making payments on any of its debts; (iiiv) Parentthe admission by Holdings, any Borrower or any Material Subsidiary of its Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyImmaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due; or (v) a Luxembourg Insolvency Event, shall have occurred with respect to any Lux Loan Party, provided that, in the board case of directors an involuntary filing for bankruptcy (faillite) or similar governing body) of Parentjudicial liquidation (liquidation forcée), any Borrower such proceeding shall have been undismissed, unvacated, unbounded or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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)unstayed pending appeal for 60 consecutive days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentBorrower, any Borrower of its Subsidiaries or (for so long as the Guaranties of the Holdco Guarantors remain in effect) any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Holdco Guarantor 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 ParentBorrower, any Borrower of its Subsidiaries or (for so long as the Guaranties of the Holdco Guarantors remain in effect) any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Holdco Guarantor shall make any assignment for the benefit of creditors; or (ii) ParentBorrower, any Borrower of its Subsidiaries or (for so long as the Guaranties of the Holdco Guarantors remain in effect) any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Holdco Guarantor 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 ParentBorrower, any Borrower of its Subsidiaries or (for so long as the Guaranties of the Holdco Guarantors remain in effect) any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Holdco Guarantor (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) (excluding for all purposes of this Section 8.1(g) any such actions taken pursuant to a transaction otherwise permitted by Section 6.8(a) hereof); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe entry against Holdings, any Borrower or any Material Subsidiary of Parent its Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all Immaterial Subsidiary) of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall have an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall commence any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Law, or shall the consent by Holdings, any Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case, case or to the conversion of an involuntary case to a voluntary case, under any such lawDebtor Relief Law, or shall the consent by Intermediate Holdings, any Borrower or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any Material Subsidiary of Parent its Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock Immaterial Subsidiary) of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; (iii) any English Group Member (or any Irish Group Member or Jersey Group Member) (iiother than any Immaterial Subsidiary) Parentis unable to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under English law (or Irish law or Jersey law as the case may be) or suspends or resolves or declares in writing an intention to suspend making payments on any of its debts; (iv) the admission by Holdings, any Borrower or any Material Subsidiary of its Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyImmaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due; or (v) a Luxembourg Insolvency Event, shall have occurred with respect to any Lux Loan Party, provided that, in the board case of directors an involuntary filing for bankruptcy (faillite) or similar governing body) of Parentjudicial liquidation (liquidation forcée), any Borrower such proceeding shall have been undismissed, unvacated, unbounded or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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)unstayed pending appeal for 60 consecutive days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe Borrower --------------------------------------------------- or any of its Subsidiaries shall institute a voluntary case seeking liquidation or reorganization under Chapter 7 or Chapter 11, any respectively, of the federal Bankruptcy Code; or the Borrower or any Material Subsidiary of Parent (other than any Subsidiary its Subsidiaries shall file a petition, answer, or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall have an order for relief entered with respect to it complaint or shall commence a voluntary case under the Bankruptcy Code or otherwise institute any similar proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectApplicable Law, or shall consent to thereto; or the entry Borrower or any of an order for relief in an involuntary case, or its Subsidiaries shall consent to the conversion of an involuntary case to a voluntary case; or the Borrower or any of its Subsidiaries shall file a petition, under answer a complaint or otherwise institute any such lawproceeding seeking, or shall consent or acquiesce to the appointment of or taking possession by of, a receiver, liquidator, sequestrator, custodian, trustee or other custodian for officer with similar powers to take possession of all or a substantial part portion of its property; the property or Parent, any to operate all or a substantial portion of the business of the Borrower or any Material Subsidiary of Parent (other than its Subsidiaries; or the Borrower or any Subsidiary or of its Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any a general assignment for the benefit of creditors; or (ii) Parent, any the Borrower or any Material Subsidiary (other than any Subsidiary or of its Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unable, or shall fail generally, or shall admit in writing its inability, to generally not pay its debts as such debts they become due; or the board Board of directors (or similar governing body) Directors of Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or its Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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); orforegoing;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Company or any Material Subsidiary of Parent its Significant Subsidiaries (other than any Subsidiary or group of Subsidiaries all or substantially all (as of whose assets comprise Specified Properties or Capital Stock of the latest audited consolidated financial statements for Company and its Subsidiaries) that would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant 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 Parent, any Borrower Company or any Material Subsidiary of Parent its Significant Subsidiaries (other than any Subsidiary or group of Subsidiaries all or substantially all (as of whose assets comprise Specified Properties or Capital Stock of the latest audited consolidated financial statements for Company and its Subsidiaries) that would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant Subsidiary) shall make any assignment for the benefit of creditors; or or (ii) Parent, any Borrower Company or any Material Subsidiary of its Significant Subsidiaries (other than any Subsidiary or group of Subsidiaries all or substantially all (as of whose assets comprise Specified Properties or Capital Stock of the latest audited consolidated financial statements for Company and its Subsidiaries) that would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant 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 Company or any of its Significant Subsidiaries (or similar governing bodygroup of Subsidiaries (as of the latest audited consolidated financial statements for Company and its Subsidiaries) of Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of that would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant 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) Parent, any The commencement by the Borrower or any Material Subsidiary of Parent (other than any its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock that, taken as a whole, would constitute a Significant Subsidiary, of a Person all voluntary case or substantially all proceeding under any applicable Debtor Relief Law, or the consent by the Borrower or any of whose assets comprise its Subsidiaries that is a Significant Subsidiary or any Specified Property) shall have an group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, to the entry of a decree or order for relief entered with in respect to it of the Borrower or shall commence any of its Subsidiaries that is a voluntary Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case under the Bankruptcy Code or proceeding under any other applicable Debtor Relief Law or to the commencement of any bankruptcy or insolvency case or proceeding against the Borrower, or the filing by the Borrower or any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law in the context of a bankruptcy, insolvency or similar law now or hereafter in effectreorganization proceeding, or shall the consent by the Borrower to the entry filing of an order for relief in an involuntary case, such petition or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or the taking possession by a custodian, receiver, trustee liquidator, assignee, trustee, sequestrator or other custodian for all similar official of the Borrower or a of any substantial part of its property; , or Parent, any the making by the Borrower or any Material Subsidiary of Parent (other than any its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries all or substantially all that, taken as a whole, would constitute a Significant Subsidiary, of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any an assignment for the benefit of creditors; , or (ii) Parent, any the admission by the Borrower or any Material Subsidiary (other than any of its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of that, taken as a Person all or substantially all of whose assets comprise any Specified Property) shall be unablewhole, or shall fail generallywould constitute a Significant Subsidiary, or shall admit in writing of its inability, inability to pay its debts generally as such debts they become due; , or the board taking of directors (or similar governing body) of Parent, any corporate action by the Borrower or any Material Subsidiary of Parent (other than any its Subsidiaries that is a Significant Subsidiary or any group of two or more Subsidiaries all or substantially all that, taken as a whole, would constitute a Significant Subsidiary, expressly in furtherance of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (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); orsuch action.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower or any Material Subsidiary of Parent Any Abitibi Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyan Insignificant Subsidiary) 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 in, any involuntary casecase or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case, under any such law, or shall consent to, or fail to contest in a timely manner, 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 Parent, any Borrower or any Material Subsidiary of Parent Abitibi Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyan Insignificant Subsidiary) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower or any Material Subsidiary Abitibi Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyan Insignificant Subsidiary) 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; (iii) any UK Credit Party, by reason of actual or anticipated financial difficulties, suspends making payments on any of its debts, or announces an intention to do so, or begins negotiations with any creditor for the rescheduling or restructuring of any of its Indebtedness, or its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator, trustee, custodian or other officer having similar powers in respect of it or any of its assets; (iv) a moratorium is declared or instituted in respect of any Indebtedness of any UK Credit Party; (iv) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any creditors of any UK Credit Party; or (v) any Abitibi Entity (other than an Insignificant Subsidiary) takes action in furtherance of, or the board of directors (or similar governing body) of Parent, any Borrower or any Material Subsidiary of Parent Abitibi Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyan Insignificant Subsidiary) (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve approve, any of the actions referred to herein or in Section 8.1(f); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Immaterial Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyand Non-Recourse 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 Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Immaterial Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyand Non-Recourse Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower Holdings or any Material Subsidiary of its Subsidiaries (other than any Subsidiary or Immaterial Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyand Non-Recourse 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 Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Immaterial Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertyand Non-Recourse 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) Parent, any Borrower NewPageHoldCo or any Material Significant Subsidiary of Parent (other than NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo 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 Parent, any Borrower NewPageHoldCo or any Material Significant Subsidiary of Parent (other than NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower NewPageHoldCo or any Material Significant Subsidiary (other than of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo 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 Parent, any Borrower NewPageHoldCo or any Material Significant Subsidiary of Parent (other than NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo (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) Parent, any Borrower The Holdings or any Material Subsidiary of Parent (other than any Subsidiary or its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any Borrower the making by the Holdings or any Material Subsidiary of Parent (other than any Subsidiary or its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower or any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any Borrower the Holdings or any Material Subsidiary of Parent (other than any Subsidiary or its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt adopts any resolution or otherwise authorize authorizes any action to approve any of the actions referred foregoing; THEN, (i) upon the occurrence of any Holdings Note Event of Default described in the foregoing Section 10.2.6 or 10.2.7 with respect to herein Holdings, the unpaid principal amount of all Notes, together with accrued interest thereon, shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Holdings, and (ii) upon the occurrence of any other Holdings Event of Default, the holders of a majority in principal amount of the Holdings Notes may, subject to Section 8.1(f); or11 hereof, upon written notice to the Senior Agent, the Bridge Agent and Holdings, declare the Holdings Notes to be due and payable, whereupon the principal amount of all Holdings Notes, together with accrued interest thereon, shall automatically become immediately due and payable, such without any other notice of any kind, and without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Holdings.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall have an An order for relief is entered with respect to it any Borrower, any Individual Mortgage Borrower, Guarantor, Operating Partnership or shall commence Affiliated Manager, or any Borrower, any Individual Mortgage Borrower, Guarantor, Operating Partnership or Affiliated Manager commences 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 consents to the entry of an order for relief in an involuntary case, case or to the conversion of an involuntary case to a voluntary case, case under any such law, law or shall consent consents to the appointment of or taking possession by a receiver, trustee or other custodian for any Borrower, any Individual Mortgage Borrower, Guarantor, Operating Partnership or Affiliated Manager or for all or a substantial part of its property; or Parentthe property of any Borrower, any Borrower Individual Mortgage Borrower, Guarantor, Operating Partnership or Affiliated Manager; (ii) any Material Subsidiary of Parent (other than Borrower, any Subsidiary Individual Mortgage Borrower, Guarantor, Operating Partnership or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make Affiliated Manager makes any assignment for the benefit of creditors; or (iiiii) Parentany Borrower, any Borrower Individual Mortgage Borrower, Guarantor, Operating Partnership or Affiliated Manager or any Material Subsidiary (other than governing body of any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 ParentBorrower, any Borrower Individual Mortgage Borrower, Guarantor, Operating Partnership or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt Affiliated Manager adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred to herein or in this Section 8.1(f9.1(K); or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe entry against Holdings, any Borrower or any Material Subsidiary of Parent their respective Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all Immaterial Subsidiary) of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall have an order for relief entered with respect to it relief, the commencement by Holdings, any Borrower or shall commence any of their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case under the Bankruptcy Code or proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectDebtor Relief Law, or shall the consent by Holdings, any Borrower or any of their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case, case or proceeding or to the conversion of an involuntary case or proceeding to a voluntary casecase or proceeding, under any such lawDebtor Relief Law, or shall the consent by Holdings, any Borrower or any of their respective Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, trustee interim receiver, receiver and manager, trustee, monitor or other custodian for all or a substantial part of its property; or Parent(ii) the making by Holdings, any Borrower or any Material Subsidiary of Parent their respective Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock Immaterial Subsidiary) of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (iiiii) Parentthe admission by Holdings, any Borrower or any Material Subsidiary of their respective Restricted Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyImmaterial Subsidiary) shall be unable, or shall fail generally, or shall admit in writing its inability, of their inability to pay its their respective debts as such debts become due; or the board Judgments and Attachments. The entry or filing of directors (one or more final money judgments, writs or warrants of attachment or similar governing body) of Parentprocess against Holdings, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or their respective Restricted Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt of their respective assets involving in the aggregate at any resolution or otherwise authorize any action to approve any time an amount in excess of the actions referred Threshold Amount (in either case to herein the extent not adequately covered by indemnity from a third party as to which the relevant indemnitor has been notified and not denied coverage, self-insurance (if applicable) or in Section 8.1(fby insurance as to which the relevant third party insurance company has been notified and not denied coverage), which judgment, writ, warrant or similar process remains unpaid, undischarged, unvacated, unbonded or unstayed pending appeal for a period of sixty (60) days; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower The Company or any Material Subsidiary of Parent the Company’s Significant Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythose incorporated in the United Kingdom) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code of the United States or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, 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 Parent, any Borrower the Company or any Material Subsidiary of Parent the Company’s Significant Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythose incorporated in the United Kingdom) shall make any assignment for the benefit of creditors; or or (ii) ParentAny board or shareholder resolution is passed, legal proceedings or other formal procedure or step is taken for: (A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the UK Borrower or any Material of the Company’s Significant Subsidiaries that are incorporated in the United Kingdom (together with the UK Borrower, the “Relevant UK Entities”) other than a solvent liquidation or reorganization of a Significant Subsidiary that is not the UK Borrower; (B) a composition, compromise, assignment or arrangement with any creditor of any Relevant UK Entity in connection with or as a result of financial difficulty of that Relevant UK Entity; (C) the appointment of a liquidator in respect of any Relevant UK Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock in respect of a Person all solvent liquidation of a Relevant UK Entity which is not a Loan Party), receiver, administrative receiver, administrator, compulsory manager or substantially all other similar officer in respect of whose any Relevant UK Entity or any of its assets; or (D) enforcement of any Lien over any assets comprise of any Specified PropertyRelevant UK Entity having a value of at least $20,000,000, or any analogous procedure or step is taken in any jurisdiction provided that this subclause (ii) shall not apply to any winding—up petition or analogous procedure or step which is frivolous or vexatious and is discharged, stayed or dismissed within 28 days of commencement; or (iii) Any Borrower or any of the Company’s 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 Parent, any Borrower or any Material Subsidiary Relevant UK Entity suspends making payments on any of Parent its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (other than any creditor which is the Company or a Restricted Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of the Company) with a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt any resolution or otherwise authorize any action view to approve rescheduling any of the actions referred to herein or in Section 8.1(f)its debts where such debts have an aggregate value of at least $20,000,000; or (iv) The value of the assets of any Relevant UK Entity is less than its liabilities (taking into account contingent and prospective liabilities). (v) A moratorium is declared in respect of any indebtedness of any Relevant UK Entity; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 effecteffect (whether in the United States of America, Australia, Canada, the Netherlands, Switzerland or any other 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 or apply for the appointment of or taking possession by a receiver, trustee receiver-manager, trustee, administrator, administrative receiver or other custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiary Subsidiaries of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unableSubsidiaries, or shall fail generallythe admission by Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or shall admit any of their respective Material Subsidiaries in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (Directors or similar other governing body) of Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) body (or any committee thereof) shall adopt of Holdings, Company, Xxxxx-Xxxxxxxx, any Additional Domestic Subsidiary Borrower, any Offshore Borrower or any of their respective Material Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than ACI, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any The Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Loan Party 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 Debtor Relief Law or 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 make a proposal to its creditors or file notice of its intention to do so, shall institute any other proceeding under Applicable Law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any such lawother similar relief; or shall file a petition, answer a complaint or otherwise institute any proceeding seeking, or shall consent to or acquiesce in the appointment of or taking possession by of, a receiver, receiver-manager, liquidator, sequestrator, custodian, trustee or other custodian for officer with similar powers over the Borrower or any Loan Party or to take possession of all or a substantial part portion of its propertyproperty or to operate all or a substantial portion of its business; or Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any a general assignment for the benefit of creditors; or (ii) Parent, any Borrower or any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any the Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Loan Party (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred foregoing; provided, that, notwithstanding the foregoing, any CCAA Proceedings, any subsequent proceedings (including, without limitation, any bankruptcy proceedings under the Bankruptcy and Insolvency Act (Canada)), any participation in such CCAA Proceedings or subsequent proceedings affecting the Nordstrom Canada Entities, direct or indirect, or any support provided by the Borrower or any Loan Party in connection therewith (it being understood that any such support that constitutes an Investment, shall be subject to herein or Section 6.10(b)(viii)) and in connection with the wind-down of the Nordstrom Canada Entities shall not constitute an “Event of Default” under this Section 8.1(f7.1(g); (h) Section 7.1 of the Credit Agreement is hereby amended to (i) replace the “.” at the end of clause (k) with “; or” and (ii) to add a new clause (l) to read as follows:

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Any Issuer or any Material Subsidiary of Parent (other than any Subsidiary their Subsidiaries or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 effecteffect in the United States or any other 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 Parent, the making by any Borrower Issuer or any Material Subsidiary of Parent (other than their Subsidiaries or of any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (ii) Parent, any Borrower or any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any Borrower Issuer or any Material Subsidiary of Parent (other than any Subsidiary or their Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt adopts any resolution or otherwise authorize authorizes any action to approve any of the actions referred foregoing; THEN, (i) upon the occurrence and during the continuance of any Event of Default described in the foregoing Section 10.6 or 10.7 with respect to herein any Issuer or any of their Subsidiaries, the unpaid principal amount of all Notes, together with accrued interest thereon, and, as liquidated damages and not as a penalty, an amount equal to the Applicable Premium, shall automatically become immediately due and payable, without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by the Note Issuer, and (ii) upon the occurrence and during the continuance of any other Event of Default, the Required Security Holders may, upon written notice to the Note Issuer, declare the Notes held by such Required Security Holders to be due and payable, whereupon the principal amount of such Notes, together with accrued interest thereon, and as liquidated damages and not as a penalty, an amount equal to the Applicable Premium then in effect, shall automatically become immediately due and payable, without any other notice of any kind, and without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by the Note Issuer; provided, however, that if the principal of, premium, if any, and interest on such Notes due otherwise than by such declaration plus any expenses due and payable hereunder have been paid in full, and any and all Defaults (other than the nonpayment of principal and interest on the Notes that shall have become due by such declaration; provided, for the avoidance of doubt, that the nonpayment of principal and interest due on account of an Event of Default described in Section 8.1(f); or10.1(y) may be waived by the Required Security Holders) shall have been remedied or waived, the Required Security Holders may (and if such Defaults arise solely on account of an acceleration of Senior Indebtedness which has been rescinded, shall) waive all Defaults and rescind and annul any such declaration and consequences.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Company or any of its Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parent, any Borrower the making by Company or any of its Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all Borrower of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (ii) Parent, any Borrower the inability or failure of Company or any of its Material Subsidiary (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unableBorrower, or shall fail generally, the admission by Company or shall admit any of its Material 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 Parent, any Borrower Company or any of its Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Borrower (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than an Australian Subsidiary Borrower, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Company or any Material Subsidiary of Parent its Significant Subsidiaries (other than any Subsidiary or group of Restricted Subsidiaries all or substantially all (as of whose assets comprise Specified Properties or Capital Stock of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant 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 Parent, any Borrower Company or any Material Subsidiary of Parent its Significant Subsidiaries (other than any Subsidiary or group of Restricted Subsidiaries all or substantially all (as of whose assets comprise Specified Properties or Capital Stock of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant Subsidiary) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower Company or any Material Subsidiary of its Significant Subsidiaries (other than any Subsidiary or group of Restricted Subsidiaries all or substantially all (as of whose assets comprise Specified Properties or Capital Stock of the latest audited consolidated financial statements for Company and its Subsidiaries), would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant 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 Directors of Company or any of its Significant Subsidiaries (or similar governing body) group of ParentRestricted Subsidiaries (as of the latest audited consolidated financial statements for Company and its Subsidiaries), any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of would constitute a Person all or substantially all of whose assets comprise any Specified PropertySignificant 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) Parent, any Borrower or any Material Any Domestic Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all the Borrower that is not a Debtor as of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date 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 or proceeding to a voluntary casecase or proceeding, 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 powers over all or a substantial part of its property; or Parent, any Borrower or any Material Subsidiary of Parent property (other than any liquidation permitted by Section 6.8(a)); or any Domestic Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock the Borrower that is not a Debtor as of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date shall make any assignment for the benefit of creditors; or (ii) Parent, any Domestic Subsidiary of the Borrower or any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all that is not a Debtor as of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date 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 Parent, any Borrower or any Material Domestic Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all the Borrower that is not a Debtor as of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date (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); orprovided, that no Event of 149 Default shall occur under the foregoing clause (g)(i) if such Domestic Subsidiary becomes a Credit Party and within five Business Days of filing, such Domestic Subsidiary’s Case becomes jointly administered with the Debtors; or (ii) any material Foreign Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case or proceeding under any Debtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any Debtor Relief Law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having powers over all or a substantial part of its property (other than any liquidation permitted by Section 6.8(a)).

Voluntary Bankruptcy; Appointment of Receiver, Etc. The Borrower, (ig) Parent, any Borrower Holdings or any Material Subsidiary of Parent (other than any Subsidiary or its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 U.S. federal, state or foreign 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 Parentthe Borrower, any Borrower Holdings or any Material Subsidiary of Parent (other than any Subsidiary or its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any assignment for the benefit of creditors; creditors or (ii) Parentthe Borrower, any Borrower Holdings or any Material Subsidiary (other than any Subsidiary or of its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 Parentthe Borrower, any Borrower Holdings or any Material Subsidiary of Parent (other than any Subsidiary or its Significant Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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); oror Judgments and Attachments. Any money judgment, writ or warrant of (h) attachment or similar process involving (i) in any individual case an amount in excess of $40,000,000 or (ii) in the aggregate at any time an amount in excess of $40,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against the Borrower, Holdings or any of its Material Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days; or Employee Benefit Plans. There shall occur one or more ERISA Events which (i) individually or in the aggregate results in or would reasonably be expected to result in a Material Adverse Effect on the Borrower during the term hereof; or Change of Control. A Change of Control occurs; or (j)

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe Company, any Subsidiary Borrower or any Material Significant Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 of the Bankruptcy Code Code; or the Company or any Significant Subsidiary shall file a petition, answer, or complaint or shall otherwise institute any similar proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectApplicable Law, or shall consent to thereto; or the entry of an order for relief in an involuntary caseCompany, any Subsidiary Borrower or any Significant Subsidiary shall consent to the conversion of an involuntary case to a voluntary case; or the Company, under any such lawSubsidiary Borrower or any Significant Subsidiary shall file a petition, answer a complaint or otherwise institute any proceeding seeking, or shall consent or acquiesce to the appointment of or taking possession by of, a receiver, liquidator, sequestrator, custodian, trustee or other custodian for officer with similar powers to take possession of all or a substantial part portion of its property; the property or Parentto operate all or a substantial portion of the business of the Company, any Subsidiary Borrower or any Material Subsidiary of Parent (other than Significant Subsidiary; or the Company, any Subsidiary Borrower or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Significant Subsidiary shall make any a general assignment for the benefit of creditors; or (ii) Parentthe Company, any Borrower Subsidiary Borrower, or any Material Significant Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unable, or shall fail generally, or shall admit in writing its inability, to generally not pay its debts as such debts they become due; or the board Board of directors (or similar governing body) Directors of Parentthe Company, any Subsidiary Borrower or any Material Significant Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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); orforegoing;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower or any Material Any Domestic Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all the Borrower that is not a Debtor as of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date 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 or proceeding to a voluntary casecase or proceeding, 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 powers over all or a substantial part of its property; or Parent, any Borrower or any Material Subsidiary of Parent property (other than any liquidation permitted by Section 6.8(a)); or any Domestic Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock the Borrower that is not a Debtor as of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date shall make any assignment for the benefit of creditors; or (ii) Parent, any Domestic Subsidiary of the Borrower or any Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all that is not a Debtor as of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date 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 Parent, any Borrower or any Material Domestic Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all the Borrower that is not a Debtor as of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) the Petition Date (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); orprovided, that no Event of Default shall occur under the foregoing clause (g)(i) if such Domestic Subsidiary becomes a Credit Party and within five Business Days of filing, such Domestic Subsidiary’s Case becomes jointly administered with the Debtors; or (ii) any material Foreign Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case or proceeding under any Debtor Relief Laws, or shall consent to the entry of an order for relief in an involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any Debtor Relief Law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator, trustee, custodian or other officer having powers over all or a substantial part of its property (other than any liquidation permitted by Section 6.8(a)).

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower The Company or any Material Subsidiary of Parent (other than any Subsidiary its subsidiaries or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) affiliates 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 so 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 Parent, any Borrower the making by the Company or any Material Subsidiary of Parent (other than any Subsidiary its subsidiaries or Subsidiaries all or substantially all affiliates of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any assignment for the benefit of creditors; or (ii) Parent, any Borrower the inability or failure of the Company or any Material Subsidiary (other than any Subsidiary of its subsidiaries or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unableaffiliates, or shall fail generally, the admission by the Company or shall admit any of its subsidiaries or affiliates 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 Parent, any Borrower the Company or any Material Subsidiary of Parent (other than any Subsidiary its subsidiaries or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) affiliates (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve of any of the actions referred foregoing; THEN upon the occurrence of an Event of Default described in subsection 1 or 2 of this paragraph, the unpaid principal balance of this Note and any accrued interest thereon shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company. The Company shall have the right to herein prepay this Note in whole at any time or in Section 8.1(f); orpart from time to time, by payment of the principal amount hereof to be paid, plus accrued but unpaid interest thereon. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the times and in the currency herein prescribed. The Company promises to pay, all costs and expenses, including reasonable attorneys fees, incurred in the collection and enforcement of this Note. The Company and the endorsers of this Note hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demands hereunder. This Note is to be governed by, and construed and enforced in accordance with, the laws of the State of California.

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower The Company or any Material Subsidiary of Parent the Company’s Significant Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythose incorporated in the United Kingdom) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code of the United States or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, 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 Parent, any Borrower the Company or any Material Subsidiary of Parent the Company’s Significant Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythose incorporated in the United Kingdom) shall make any assignment for the benefit of creditors; or or (ii) ParentAny board or shareholder resolution is passed, legal proceedings or other formal procedure or step is taken for: (A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the UK Borrower or any Material of the Company’s Significant Subsidiaries that are incorporated in the United Kingdom (together with the UK Borrower, the “Relevant UK Entities”) other than a solvent liquidation or reorganization of a Significant Subsidiary that is not the UK Borrower; (B) a composition, compromise, assignment or arrangement with any creditor of any Relevant UK Entity in connection with or as a result of financial difficulty of that Relevant UK Entity; (C) the appointment of a liquidator in respect of any Relevant UK Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock in respect of a Person all solvent liquidation of a Relevant UK Entity which is not a Loan Party), receiver, administrative receiver, administrator, compulsory manager or substantially all other similar officer in respect of whose any Relevant UK Entity or any of its assets; or (D) enforcement of any Lien over any assets comprise of any Specified PropertyRelevant UK Entity having a value of at least $15,000,000, or any analogous procedure or step is taken in any jurisdiction provided that this subclause (ii) shall not apply to any winding—up petition or analogous procedure or step which is frivolous or vexatious and is discharged, stayed or dismissed within 28 days of commencement; or (iii) Any Borrower or any of the Company’s 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 Parent, any Borrower or any Material Subsidiary Relevant UK Entity suspends making payments on any of Parent its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (other than any creditor which is the Company or a Restricted Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of the Company) with a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt any resolution or otherwise authorize any action view to approve rescheduling any of the actions referred to herein or in Section 8.1(f)its debts where such debts have an aggregate value of at least $15,000,000; or (iv) The value of the assets of any Relevant UK Entity is less than its liabilities (taking into account contingent and prospective liabilities). (v) A moratorium is declared in respect of any indebtedness of any Relevant UK Entity; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentSuperHoldCo, any Borrower NewPageHoldCo or any Material Significant Subsidiary of Parent (other than NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo 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 ParentSuperHoldCo, any Borrower NewPageHoldCo or any Material Significant Subsidiary of Parent (other than NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo shall make any assignment for the benefit of creditors; or (ii) ParentSuperHoldCo, any Borrower NewPageHoldCo or any Material Significant Subsidiary (other than of NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo 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 ParentSuperHoldCo, any Borrower NewPageHoldCo or any Material Significant Subsidiary of Parent (other than NewPageHoldCo or any group of Subsidiaries constituting a Significant Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) NewPageHoldCo (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) ParentHoldings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 effecteffect (whether in the United States of America, Australia, Canada, the Netherlands, Switzerland or any other 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 or apply for the appointment of or taking possession by a receiver, trustee receiver-manager, trustee, administrator, administrative receiver or other custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiary Subsidiaries of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unableSubsidiaries, or shall fail generallythe admission by Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or shall admit any of their respective Material Subsidiaries in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (Directors or similar other governing body) of Parent, any Borrower or any Material Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) body (or any committee thereof) shall adopt of Holdings, Company, Xxxxx-Xxxxxxxx, any Offshore Borrower or any of their respective Material Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than ACI, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Offshore 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 effecteffect (whether in the USA, the UK, Australia, Italy or any other 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 or apply for the appointment of or taking possession by a receiver, trustee trustee, administrator, administrative receiver or other custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiary Subsidiaries or any Offshore Borrower of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiary (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unableOffshore Borrower, or shall fail generallythe admission by Holdings, Company, any Domestic Borrower or shall admit any of their respective Material Subsidiaries or any Offshore Borrower in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (Directors or similar other governing body) body of ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Offshore Borrower (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; PROVIDED, HOWEVER, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than an Australian Offshore Borrower, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded 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, winding up, dissolution 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, administrator, liquidator, trustee or other custodian for all or a substantial part of its property; or Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded Subsidiaries) shall make any assignment for the benefit of or a composition with creditors; or (ii) Parent, any Borrower Holdings or any Material Subsidiary of its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded Subsidiaries) shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due, or stops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded Subsidiaries) (or any committee thereof) shall convene a meeting or 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 is taken under the laws of any jurisdiction in respect of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries), but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any The Borrower or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythat, collectively, are 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 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 propertyproperty (it being understood that the foregoing shall not be deemed to apply to any liquidation or dissolution of a Subsidiary permitted by Section 6.8); or Parent, any the Borrower or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythat, collectively, are Immaterial Subsidiaries) shall make any assignment for the benefit of creditors; or (ii) Parent, any the Borrower or any Material Subsidiary of its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythat, collectively, are 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 of directors (or similar governing body) ), or any committee thereof, of Parent, any the Borrower or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereofthat, collectively, are Immaterial Subsidiaries) 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) (other than, in the case of this Section 8.1(g); or, any liquidation or dissolution of a Subsidiary permitted by Section 6.8);

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Offshore 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 effecteffect (whether in the United States of America, the UK, Australia, Italy or any other 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 or apply for the appointment of or taking possession by a receiver, trustee trustee, administrator, administrative receiver or other custodian for all or a substantial part of its property; or Parentthe making by Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiary Subsidiaries or any Offshore Borrower of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall make any general assignment for the benefit of creditors; or (ii) Parentthe inability or failure of Holdings, Company, any Domestic Borrower or any of their respective Material Subsidiary (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unableOffshore Borrower, or shall fail generallythe admission by Holdings, Company, any Domestic Borrower or shall admit any of their respective Material Subsidiaries or any Offshore Borrower in writing of its inability, inability to pay its debts as such debts become due; or the board Board of directors (Directors or similar other governing body) body of ParentHoldings, Company, any Domestic Borrower or any of their respective Material Subsidiary of Parent (other than Subsidiaries or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Offshore Borrower (or any committee thereof) shall adopt adopts any resolution or otherwise authorize any authorizes action to approve any of the actions referred foregoing; provided, however, that no Event of Default shall be deemed to herein have occurred for purposes of this subsection 7.7 in the event that any Australian Subsidiary other than an Australian Offshore Borrower, with the consent of Administrative Agent (which consent shall not be unreasonably withheld), commences a voluntary winding up with respect to itself for the purposes of a solvent reconstruction or in Section 8.1(f)amalgamation under Australian law; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded 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, winding up, administration, dissolution 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, administrator, liquidator, trustee or other custodian for all or a substantial part of its property; or Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded Subsidiaries) shall make any assignment for the benefit of or a composition, moratorium, rescheduling, reorganization, or scheme of arrangement with creditors; or (ii) Parent, any Borrower Holdings or any Material Subsidiary of its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded Subsidiaries) shall be unable or shall be deemed for the purpose of applicable law to be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due, or stops or threatens or announces an action to stop or suspend payment of any of its debts or a moratorium shall be declared in respect of any of its debts; or the board of directors (or similar governing body) of Parent, any Borrower Holdings or any Material Subsidiary of Parent its Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified PropertyExcluded Subsidiaries) (or any committee thereof) shall convene a meeting or 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 is taken under the laws of any jurisdiction in respect of Holdings or any of its Subsidiaries (other than Excluded Subsidiaries), but only to the extent such step or procedure is reasonably likely to result in a Material Adverse Effect; or

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) ParentThe Company, any Subsidiary Borrower or any Material Significant Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) 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 of the Bankruptcy Code Code; or the Company or any Significant Subsidiary shall file a petition, answer, or complaint or shall otherwise institute any similar proceeding under any other applicable bankruptcy, insolvency or similar law now or hereafter in effectApplicable Law, or shall consent to thereto; or the entry of an order for relief in an involuntary caseCompany, any Subsidiary Borrower or any Significant Subsidiary shall consent to the conversion of an involuntary case to a voluntary case; or the Company, under any such lawSubsidiary Borrower or any Significant Subsidiary shall file a petition, answer a complaint or otherwise institute any proceeding seeking, or shall consent or acquiesce to the appointment of or taking possession by of, a receiver, liquidator, sequestrator, custodian, trustee or other custodian for officer with similar powers to take possession of all or a substantial part portion of its property; the property or Parentto operate all or a substantial portion of the business of the Company, any Subsidiary Borrower or any Material Subsidiary of Parent (other than Significant Subsidiary; or the Company, any Subsidiary Borrower or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) Significant Subsidiary shall make any a general assignment for the benefit of creditors; or (ii) Parentthe Company, any Borrower Subsidiary Borrower, or any Material Significant Subsidiary (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) shall be unable, or shall fail generally, or shall admit in writing its inability, inability or fails generally to pay its debts as such debts become they come due; or the board Board of directors (or similar governing body) Directors of Parentthe Company, any Subsidiary Borrower or any Material Significant Subsidiary of Parent (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) (or 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); orforegoing;

Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, any Borrower The Company or any Material Subsidiary of Parent the Company's Significant Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythose incorporated in the United Kingdom) shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code of the United States or under any other applicable bankruptcy, insolvency or similar law Debtor Relief Law now or hereafter in effect, 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 Parent, any Borrower the Company or any Material Subsidiary of Parent the Company's Significant Subsidiaries (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Propertythose incorporated in the United Kingdom) shall make any assignment for the benefit of creditors; or or (ii) ParentAny board or shareholder resolution is passed, legal proceedings or other formal procedure or step is taken for: (A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the UK Borrower or any Material of the Company's Significant Subsidiaries that are incorporated in the United Kingdom (together with the UK Borrower, the "Relevant UK Entities") other than a solvent liquidation or reorganization of a Significant Subsidiary that is not the UK Borrower; (B) a composition, compromise, assignment or arrangement with any creditor of any Relevant UK Entity in connection with or as a result of financial difficulty of that Relevant UK Entity; (C) the appointment of a liquidator in respect of any Relevant UK Entity (other than any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock in respect of a Person all solvent liquidation of a Relevant UK Entity which is not a Loan Party), receiver, administrative receiver, administrator, compulsory manager or substantially all other similar officer in respect of whose any Relevant UK Entity or any of its assets; or (D) enforcement of any Lien over any assets comprise of any Specified PropertyRelevant UK Entity having a value of at least $15,000,000, or any analogous procedure or step is taken in any jurisdiction provided that this subclause (ii) shall not apply to any winding—up petition or analogous procedure or step which is frivolous or vexatious and is discharged, stayed or dismissed within 28 days of commencement; or (iii) Any Borrower or any of the Company's 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 Parent, any Borrower or any Material Subsidiary Relevant UK Entity suspends making payments on any of Parent its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (other than any creditor which is the Company or a Restricted Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Capital Stock of the Company) with a Person all or substantially all of whose assets comprise any Specified Property) (or any committee thereof) shall adopt any resolution or otherwise authorize any action view to approve rescheduling any of the actions referred to herein or in Section 8.1(f)its debts where such debts have an aggregate value of at least $15,000,000; or (iv) The value of the assets of any Relevant UK Entity is less than its liabilities (taking into account contingent and prospective liabilities). (v) A moratorium is declared in respect of any indebtedness of any Relevant UK Entity; or