INSOLVENCY EVENTS OF DEFAULT CLAUSE

Strict with Easy Trigger

1.1 Insolvency

Any of the following occurs in respect of any member of the Group:

(a) it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent;

(b) it admits its inability to pay its debts as they fall due;

(c) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities)

(d) it suspends making payments on any of its debts or announces an intention to do so;

(e) by reason of actual or anticipated financial difficulties, it commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or

(f) a moratorium is declared in respect of any of its indebtedness.

If a moratorium occurs in respect of any member of the Group, the ending of the moratorium of itself will not remedy any event of default caused by the moratorium.

1.2 Insolvency proceedings

(a) Except as provided in paragraph (b) below, any corporate action, legal proceeding or other procedure or step is taken in relation to or with a view to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group;

(ii) a composition, assignment or arrangement with any creditor of any member of the Group;

(iii) the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer (in each case, whether out of court or otherwise) in respect of any member of the Group or any of its assets;

(iv) the enforcement of any Security over any assets of any member of the Group;

(v) a meeting of the relevant Obligor, its directors or its members being convened for the purpose of considering any resolution for, or to petition for, or apply for or to file documents with a court for its winding-up, administration (whether out of court or any registrar or otherwise) or dissolution or any such resolution is passed;

(vi) any person presenting a petition or an application for its winding-up, administration (whether out of court or otherwise) or dissolution;

(vii) its directors or other officers requesting the appointment of or giving notice of their intention to appoint or take any step with a view to appointing a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator (whether out of court or otherwise) or similar officer; or

(viii) or any analogous procedure or step is taken in any jurisdiction.