SHALL BECOME UNABLE, ADMIT IN WRITING ITS
INABILITY OR FAIL GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE;
(K)
PREJUDICE TO THE PROVISIONS OF CLAUSES (H) TO (J) INCLUSIVE, ANY OF THE
FOLLOWING OCCURS IN RESPECT OF THE SWISS BORROWER OR A SWISS SUBSIDIARY: (I) IT
IS DEEMED UNABLE OR ADMITS INABILITY TO PAY ITS DEBTS AS THEY FALL DUE OR IS
DEEMED TO OR DECLARED TO BE UNABLE TO PAY ITS DEBTS OR INSOLVENT
60
(ZAHLUNGSUNFÄHIG) UNDER APPLICABLE LAW, (II) IT CEASES OR SUSPENDS MAKING
PAYMENTS ON ANY OF ITS DEBTS OR ANNOUNCES ANY INTENTION TO DO SO (OR IS SO
DEEMED FOR THE PURPOSES OF ANY LAW APPLICABLE TO IT), (III) 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
(IV) IT FILES A PETITION FOR THE OPENING OF BANKRUPTCY PROCEEDINGS BECAUSE OF
INSOLVENCY (ZAHLUNGSUNFÄHIGKEIT) PURSUANT TO SECTION 191(1) OF THE SWISS FEDERAL
DEBT ENFORCEMENT AND BANKRUPTCY ACT;
(L)
ONE OR MORE JUDGMENTS FOR THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN
EXCESS OF $5,000,000 SHALL BE RENDERED AGAINST THE COMPANY, ANY SUBSIDIARY OR
ANY COMBINATION THEREOF AND THE SAME SHALL REMAIN UNDISCHARGED FOR A PERIOD OF
THIRTY (30) CONSECUTIVE DAYS DURING WHICH EXECUTION SHALL NOT BE EFFECTIVELY
STAYED, OR ANY ACTION SHALL BE LEGALLY TAKEN BY A JUDGMENT CREDITOR TO ATTACH OR
LEVY UPON ANY ASSETS OF THE COMPANY OR ANY SUBSIDIARY TO ENFORCE ANY SUCH
JUDGMENT;
(M)
AN ERISA EVENT SHALL HAVE OCCURRED THAT, IN THE OPINION OF THE REQUIRED
LENDERS, WHEN TAKEN TOGETHER WITH ALL OTHER ERISA EVENTS THAT HAVE OCCURRED,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(N)
A CHANGE IN CONTROL SHALL OCCUR;
(O)
THE OCCURRENCE OF ANY "DEFAULT", AS DEFINED IN ANY LOAN DOCUMENT (OTHER
THAN THIS AGREEMENT) OR THE BREACH OF ANY OF THE TERMS OR PROVISIONS OF ANY LOAN
DOCUMENT (OTHER THAN THIS AGREEMENT), WHICH DEFAULT OR BREACH CONTINUES BEYOND
ANY PERIOD OF GRACE THEREIN PROVIDED;
(P)
ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT FOR ANY REASON CEASES TO BE
VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS (OR THE COMPANY OR
ANY SUBSIDIARY SHALL CHALLENGE THE ENFORCEABILITY OF ANY LOAN DOCUMENT OR SHALL
ASSERT IN WRITING, OR ENGAGE IN ANY ACTION OR INACTION BASED ON ANY SUCH
ASSERTION, THAT ANY PROVISION OF ANY OF THE LOAN DOCUMENTS HAS CEASED TO BE OR
OTHERWISE IS NOT VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS);
OR
(Q)
ANY COLLATERAL DOCUMENT SHALL FOR ANY REASON FAIL TO CREATE A VALID AND
PERFECTED FIRST PRIORITY SECURITY INTEREST IN ANY MATERIAL PORTION OF THE
COLLATERAL PURPORTED TO BE COVERED THEREBY, EXCEPT AS PERMITTED BY THE TERMS OF
ANY LOAN DOCUMENT.
then, and in every such event (other than an event with respect to the Company
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the