AMOUNT, OR (II) ANY BORROWER OR ANY ERISA AFFILIATE FAILS TO PAY WHEN
DUE, AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY
92
INSTALLMENT PAYMENT WITH RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201
OF ERISA UNDER A MULTIEMPLOYER PLAN IN AN AGGREGATE AMOUNT IN EXCESS OF THE
THRESHOLD AMOUNT; OR
(J)
INVALIDITY OF LOAN DOCUMENTS.
ANY 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 OR SATISFACTION IN FULL OF
ALL THE OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY OR
ANY OTHER PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY
PROVISION OF ANY LOAN DOCUMENT; OR ANY LOAN PARTY DENIES THAT IT HAS ANY OR
FURTHER LIABILITY OR OBLIGATION UNDER ANY PROVISION OF ANY LOAN DOCUMENT, OR
PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY PROVISION OF ANY LOAN DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL; OR
(L)
COLLATERAL DOCUMENTS.
ANY COLLATERAL DOCUMENT AFTER DELIVERY
THEREOF PURSUANT TO SECTION 4.01 OR 6.12 SHALL FOR ANY REASON (OTHER THAN
PURSUANT TO THE TERMS THEREOF) CEASE TO CREATE A VALID AND PERFECTED FIRST
PRIORITY LIEN (SUBJECT TO LIENS PERMITTED BY SECTION 7.01) ON THE COLLATERAL
PURPORTED TO BE COVERED THEREBY; OR
(M)
INDICTMENT.
THE INDICTMENT OR, AS THE ADMINISTRATIVE AGENT MAY
REASONABLY AND IN GOOD FAITH DETERMINE, THE THREATENED INDICTMENT BY ANY
GOVERNMENTAL AUTHORITY OF ANY LOAN PARTY OR SUBSIDIARY OR AFFILIATE OF A LOAN
PARTY, IN EITHER CASE, AS TO WHICH THERE IS A REASONABLE PROBABILITY OF AN
ADVERSE DETERMINATION UNDER ANY CRIMINAL STATUTE, OR COMMENCEMENT OR THREATENED
COMMENCEMENT OF CRIMINAL OR CIVIL PROCEEDINGS AGAINST A LOAN PARTY OR ANY
SUBSIDIARY OR AFFILIATE OF A LOAN PARTY, PURSUANT TO WHICH STATUTE OR PROCEEDING
THE PENALTIES OR REMEDIES SOUGHT OR AVAILABLE INCLUDE FORFEITURE OF (I) ANY
MATERIAL PORTION OF THE COLLATERAL, OR (II) ANY OTHER ASSETS OF A LOAN PARTY
THAT ARE NECESSARY OR MATERIAL TO THE CONDUCT OF ITS BUSINESS; OR
(N)
DMHC REGULATIONS.
THE BREACH BY ANY LOAN PARTY OF ANY OF THE
SOLVENCY REGULATIONS SET FORTH IN TITLE 28 OF THE CALIFORNIA CODE OF
REGULATIONS; OR
(O)
SUBORDINATION.
(I) THE SUBORDINATION PROVISIONS OF THE DOCUMENTS
EVIDENCING OR GOVERNING ANY SUBORDINATED INDEBTEDNESS (THE "SUBORDINATED
PROVISIONS") SHALL, IN WHOLE OR IN PART, TERMINATE, CEASE TO BE EFFECTIVE OR
CEASE TO BE LEGALLY VALID, BINDING AND ENFORCEABLE AGAINST ANY HOLDER OF THE
APPLICABLE SUBORDINATED INDEBTEDNESS; OR (II) ANY BORROWER OR ANY OTHER LOAN
PARTY SHALL, DIRECTLY OR INDIRECTLY, DISAVOW OR CONTEST IN ANY MANNER (A) THE
EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY OF THE SUBORDINATION
PROVISIONS, (B) THAT THE SUBORDINATION PROVISIONS EXIST FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER OR (C) THAT ALL PAYMENTS OF
PRINCIPAL OF OR PREMIUM AND INTEREST ON THE APPLICABLE SUBORDINATED
INDEBTEDNESS, OR REALIZED FROM THE LIQUIDATION OF ANY PROPERTY OF ANY LOAN
PARTY, SHALL BE SUBJECT TO ANY OF