such Pension Plan or (v) any
event that may reasonably be expected to have a Material Adverse Effect or any
Lien arises (save for contribution amounts not yet due) in connection with any
Pension Plan.
(J)
INVALIDITY OF LOAN DOCUMENTS. ANY
MATERIAL PROVISION OF ANY LOAN DOCUMENT, AT ANY TIME AFTER ITS EXECUTION AND
DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER OR
THEREUNDER (INCLUDING AS A RESULT OF A TRANSACTION PERMITTED UNDER SECTION 7.01
OR 7.06) OR AS A RESULT OF ACTS OR OMISSIONS BY THE ADMINISTRATIVE AGENT OR ANY
LENDER OR THE SATISFACTION IN FULL OF ALL THE OBLIGATIONS, CEASES TO BE IN FULL
FORCE AND EFFECT; OR ANY LOAN PARTY CONTESTS IN WRITING THE VALIDITY OR
ENFORCEABILITY OF ANY PROVISION OF ANY LOAN DOCUMENT OR ANY LIEN CREATED UNDER
ANY LOAN DOCUMENT; OR ANY LOAN PARTY DENIES IN WRITING THAT IT HAS ANY OR
FURTHER LIABILITY OR OBLIGATION UNDER ANY LOAN DOCUMENT (OTHER THAN AS A RESULT
OF REPAYMENT IN FULL OF THE OBLIGATIONS AND TERMINATION OF THE AGGREGATE
COMMITMENTS), OR PURPORTS IN WRITING TO REVOKE OR RESCIND ANY LOAN DOCUMENT; OR
(K)
COLLATERAL DOCUMENTS. ANY COLLATERAL
DOCUMENT AFTER DELIVERY THEREOF PURSUANT TO SECTION 4.01 OR 6.11 SHALL FOR ANY
REASON (OTHER THAN PURSUANT TO THE TERMS THEREOF, INCLUDING AS A RESULT OF A
TRANSACTION PERMITTED UNDER SECTION 7.01 OR 7.06) CEASE
122
TO CREATE A VALID AND PERFECTED LIEN, WITH THE PRIORITY REQUIRED BY THE
COLLATERAL DOCUMENTS AND THE INTERCREDITOR AGREEMENT (OR OTHER SECURITY
PURPORTED TO BE CREATED ON THE APPLICABLE COLLATERAL), ON AND SECURITY INTEREST
IN ANY MATERIAL PORTION OF THE COLLATERAL PURPORTED TO BE COVERED THEREBY,
SUBJECT TO LIENS PERMITTED UNDER SECTION 7.04, EXCEPT TO THE EXTENT THAT ANY
SUCH LOSS OF PERFECTION OR PRIORITY RESULTS FROM (I) THE FAILURE OF THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT TO MAINTAIN POSSESSION OF
CERTIFICATES OR NOTES ACTUALLY DELIVERED TO IT REPRESENTING SECURITIES OR
INSTRUMENTS PLEDGED UNDER THE COLLATERAL DOCUMENTS, (II) TO FILE
UNIFORM COMMERCIAL CODE OR PPSA CONTINUATION STATEMENTS IN THE APPLICABLE FILING
OFFICES PROPERLY NOTIFIED BY THE RELEVANT LOAN PARTY AND (III) ANY OTHER FAILURE
OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT TO MAINTAIN PERFECTION IN
CIRCUMSTANCES WHERE SUCH FAILURE DOES NOT RESULT FROM THE BREACH OR
NON-COMPLIANCE BY A LOAN PARTY WITH THE LOAN DOCUMENTS, AND EXCEPT AS TO
COLLATERAL CONSISTING OF REAL PROPERTY TO THE EXTENT THAT SUCH LOSSES ARE
COVERED BY A LENDER'S TITLE INSURANCE POLICY AND SUCH INSURER HAS NOT DENIED
COVERAGE; OR
(L)
CHANGE OF CONTROL. A CHANGE OF CONTROL
SHALL OCCUR; OR
(M)
JUNIOR FINANCING DOCUMENTATION. (I) ANY OF THE
OBLIGATIONS OF THE LOAN PARTIES UNDER THE LOAN DOCUMENTS FOR ANY REASON SHALL
CEASE TO BE "SENIOR INDEBTEDNESS" (OR ANY COMPARABLE TERM) OR "SENIOR SECURED
FINANCING" (OR ANY COMPARABLE TERM) UNDER, AND AS DEFINED IN ANY JUNIOR
FINANCING DOCUMENTATION OR (II) THE SUBORDINATION PROVISIONS SET FORTH IN ANY
JUNIOR FINANCING DOCUMENTATION SHALL, IN WHOLE OR IN PART, CEASE TO BE EFFECTIVE
OR CEASE