Insolvency Proceedings, Etc. Any Credit Party or any of its Subsidiaries (other than any Immaterial Subsidiary that is not a Credit Party) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

Bankruptcy or Insolvency. No Bankruptcy Event shall have occurred by or with respect to Borrowers or any Guarantor.

Insolvency, Voluntary Proceedings. Any Borrower or any Material Subsidiary # ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; # voluntarily ceases to conduct its business in the ordinary course; # commences any Insolvency Proceeding with respect to itself; or # takes any action to effectuate or authorize any of the foregoing; or

Termination for Insolvency. In the event that either Party # files for protection under bankruptcy or insolvency laws, # makes an assignment for the benefit of creditors, # appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within ​ days after such filing, # proposes a written agreement of composition or extension of its debts, # proposes or is a party to any dissolution or liquidation, # files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within ​ days of the filing thereof or # admits in writing its inability generally to meet its obligations as they fall due in the general course, then the other Party may terminate this Agreement in its entirety effective immediately upon written notice to such Party.

Applications under Insolvency Statutes. Each Borrower and Guarantor acknowledges that its business and financial relationships with Agent and Lenders are unique from its relationship with any other of its creditors, and agrees that it shall not file any plan of arrangement under the CCAA or make any proposal under the BIA which provides for, or would permit directly or indirectly, Agent or any Lender to be classified with any other creditor as an “affected” creditor for purposes of such plan or proposal or otherwise.

Bankruptcy and Insolvency Matters

For the purposes hereof, “Insolvency Statutes” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Assignments and Preferences Act (Ontario) and the Fraudulent Conveyances Act (Ontario).

Winding up, insolvency and receivership

Section # INSOLVENCY OR LIQUIDATION PROCEEDINGS

the insolvency of the Borrower;