INSOLVENCY EVENTS OF DEFAULT CLAUSE

Neutral with Intermediate Trigger

1.1 Insolvency

(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 there is a moratorium in respect of any Obligor, the ending of the moratorium will not of itself remedy any event of default cause by the moratorium.

1.2 Insolvency proceedings

(a) Except as provided in paragraph (b) below, any corporate action, legal proceedings or formal step is taken with a view to/any of the following occurs in relation to any Obligor:

(ii) 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;

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

(iv) 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;

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

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