IN SECTIONS 6.4(A)(I), 6.7(A), 7.1, 7.2, 7.3, 7.4, 7.5, 7.6,
7.8, 7.9, 7.10, 7.11, 7.13, 7.14, 7.15, 7.16, 7.17, 7.18 OR 7.19 OF THIS
AGREEMENT OR SECTION 5.4 OR 5.7(B) OF THE GUARANTEE AND COLLATERAL AGREEMENT, OR
CLAUSES 4.3(B), 9.1, OR 19.1 THROUGH 19.3 OF THE UK DEBENTURE OR CLAUSES 7.1(I)
OR 8.1 OF THE UK CHARGE OVER SHARES OR (II) AN "EVENT OF DEFAULT" UNDER AND AS
DEFINED IN ANY MORTGAGE SHALL HAVE OCCURRED AND BE CONTINUING; OR
(D)
ANY LOAN PARTY SHALL DEFAULT IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER
AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS
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PROVIDED IN PARAGRAPHS (A) THROUGH (C) OF THIS SECTION), AND SUCH DEFAULT SHALL
CONTINUE UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER NOTICE TO THE BORROWER FROM
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS; OR
(E)
ANY GROUP MEMBER (I) DEFAULTS IN MAKING ANY PAYMENT OF ANY PRINCIPAL OF
ANY INDEBTEDNESS (INCLUDING ANY GUARANTEE OBLIGATION, BUT EXCLUDING THE LOANS)
ON THE SCHEDULED DUE DATE WITH RESPECT THERETO; OR (II) DEFAULTS IN MAKING ANY
PAYMENT OF ANY INTEREST ON ANY SUCH INDEBTEDNESS BEYOND THE PERIOD OF GRACE, IF
ANY, PROVIDED IN THE INSTRUMENT OR AGREEMENT UNDER WHICH SUCH INDEBTEDNESS WAS
CREATED; OR (III) DEFAULTS IN THE OBSERVANCE OR PERFORMANCE OF ANY OTHER
AGREEMENT OR CONDITION RELATING TO ANY SUCH INDEBTEDNESS OR CONTAINED IN ANY
INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER
EVENT SHALL OCCUR OR CONDITION EXIST, THE EFFECT OF WHICH DEFAULT OR OTHER EVENT
OR CONDITION IS TO CAUSE, OR TO PERMIT THE HOLDER OR BENEFICIARY OF SUCH
INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR BENEFICIARY) TO
CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS TO BECOME DUE
PRIOR TO ITS STATED MATURITY OR TO BECOME SUBJECT TO A MANDATORY OFFER TO
PURCHASE BY THE OBLIGOR THEREUNDER OR (IN THE CASE OF ANY SUCH INDEBTEDNESS
CONSTITUTING A GUARANTEE OBLIGATION) TO BECOME PAYABLE; PROVIDED, THAT A
DEFAULT, EVENT OR CONDITION DESCRIBED IN CLAUSE (I), (II) OR (III) OF THIS
PARAGRAPH (E) SHALL NOT AT ANY TIME CONSTITUTE AN EVENT OF DEFAULT UNLESS, AT
SUCH TIME, ONE OR MORE DEFAULTS, EVENTS OR CONDITIONS OF THE TYPE DESCRIBED IN
CLAUSES (I), (II) AND (III) OF THIS PARAGRAPH (E) SHALL HAVE OCCURRED AND BE
CONTINUING WITH RESPECT TO INDEBTEDNESS THE OUTSTANDING PRINCIPAL AMOUNT OF
WHICH EXCEEDS IN THE AGGREGATE $2,500,000; OR
(F)
(I) THE BORROWER OR ANY MATERIAL SUBSIDIARY SHALL COMMENCE ANY CASE,
PROCEEDING OR OTHER ACTION (A) UNDER ANY EXISTING OR FUTURE LAW OF ANY
JURISDICTION, DOMESTIC OR FOREIGN, RELATING TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR RELIEF OF DEBTORS, SEEKING TO HAVE AN ORDER FOR RELIEF ENTERED
WITH RESPECT TO IT, OR SEEKING TO ADJUDICATE IT BANKRUPT OR INSOLVENT, OR
SEEKING REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WINDING-UP, LIQUIDATION,
DISSOLUTION, COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS DEBTS, OR
(B) SEEKING APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR,
LIQUIDATOR, ADMINISTRATIVE RECEIVER, ADMINISTRATOR OR OTHER SIMILAR