Insolvency; Bankruptcy Proceedings. The Borrower or any Material Subsidiary shall become insolvent; the Borrower or any Subsidiary shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due or admits in writing its inability to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; the Borrower or any Subsidiary shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under any Debtor Relief Laws, or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or consent to, or fail to contest in a timely and appropriate manner any involuntary petition filed against it in bankruptcy or under any Debtor Relief Laws; or any involuntary petition or proceeding pursuant to any Debtor Relief Laws is filed or commenced against the Borrower or any Subsidiary, and such filing has not been stayed or dismissed within sixty (60) days after the filing thereof, or the Borrower or any Subsidiary shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or the Borrower or any Subsidiary shall be adjudicated a bankrupt, or an order for relief shall be entered against the Borrower or any Subsidiary by any court of competent jurisdiction under any Debtor Relief Laws.

The commencement of any proceedings in bankruptcy by or against any Loan Party or for the liquidation or reorganization of any Loan Party, or alleging that such Loan Party is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of any Loan Party 's debts, whether under the United States Bankruptcy Code or under any other law, whether state or federal, now or hereafter existing, for the relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving any Loan Party; provided, however, that if such commencement of proceedings against such Loan Party is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within forty-five (45) days after the commencement of such proceedings, though Administrative Agent and Lenders shall have no obligation to make Loans to or issue, or cause to be issued, Letters of Credit on behalf of any Borrower during such forty-five (45) day period or, if earlier, until such proceedings are dismissed.

Bankruptcy, Insolvency Proceedings, Materiality. The commencement by or against Borrower or any Guarantor of a voluntary or involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or another applicable federal or state bankruptcy, insolvency or similar law, provided that in the case of an involuntary bankruptcy case, such proceeding continues undischarged or stayed for more than ninety (90) days; or the consent by Borrower or any Guarantor to the appointment of or the taking possession with or without Borrower's or such Guarantor's consent by a receiver, liquidator, assignee, trustee, custodian, agent or other similar official of Borrower or such Guarantor or of any substantial part of its property, provided that in the case of any such proceeding without the consent of Borrower or Guarantor, such proceeding continues undischarged or stayed for more than ninety (90) days; the dissolution, liquidation, or winding up of Borrower's or any Guarantor's affairs; the making by Borrower of any assignment for the benefit of its creditors; the failure by Borrower or any Guarantor generally to pay their debts as they become due; or the taking of any action by or on behalf of Borrower or any Guarantor in furtherance of any of the foregoing.

Voluntary Bankruptcy or Insolvency Proceedings. [[Loan Agreement:Organization]] shall # apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, # be unable, or admit in writing its inability, to pay its debts generally as they mature, # make a general assignment for the benefit of its or any of its creditors, # be dissolved or liquidated, # become insolvent (as such term may be defined or interpreted under any applicable statute), # commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or # take any action for the purpose of effecting any of the foregoing; or

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of [[Loan Agreement:Organization]] or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to [[Loan Agreement:Organization]] or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

If an Event of Default specified under [Sections 8.1.15 or 8.1.16]6] shall occur, the Lenders shall be under no further obligations to make Loans or issue Letters of Credit hereunder and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness and Obligations of the Borrowers to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

Voluntary Bankruptcy or Insolvency Proceedings. [[Loan Agreement:Organization]] shall # apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, # be unable, or admit in writing its inability, to pay its debts generally as they mature, # make a general assignment for the benefit of its or any of its creditors, # be dissolved or liquidated, # become insolvent (as such term may be defined or interpreted under any applicable statute), # commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or # take any action for the purpose of effecting any of the foregoing; or

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of [[Loan Agreement:Organization]] or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to [[Loan Agreement:Organization]] or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

Voluntary Bankruptcy or Insolvency Proceedings. [[Loan Agreement:Organization]] shall # apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, # be unable, or admit in writing its inability, to pay its debts generally as they mature, # make a general assignment for the benefit of its or any of its creditors, # be dissolved or liquidated, # become insolvent (as such term may be defined or interpreted under any applicable statute), # commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or # take any action for the purpose of effecting any of the foregoing; or

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of [[Loan Agreement:Organization]] or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to [[Loan Agreement:Organization]] or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.