RESULT IN A MATERIAL ADVERSE EFFECT,
(II) ANY LOAN PARTY OR ANY ERISA AFFILIATE FAILS TO PAY WHEN DUE, AFTER THE
EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT WITH RESPECT
TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA UNDER A MULTIEMPLOYER
PLAN IN AN AGGREGATE AMOUNT WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, (III) ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES OR
ERISA AFFILIATES SHALL ENGAGE IN ANY "PROHIBITED TRANSACTION" (AS DEFINED IN
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) INVOLVING ANY PENSION PLAN
WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, OR
(IV) ANY OTHER EVENT OR CONDITION SHALL OCCUR OR EXIST WITH RESPECT TO A PENSION
PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT; OR
(J)
INVALIDITY OF COLLATERAL DOCUMENTS.
ANY MATERIAL PROVISION OF ANY
COLLATERAL 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 7.04 OR 7.05) 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 COLLATERAL DOCUMENT; OR ANY LOAN PARTY DENIES IN WRITING THAT IT HAS ANY
OR FURTHER LIABILITY OR OBLIGATION UNDER ANY COLLATERAL 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
COLLATERAL DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF CONTROL; OR
(L)
LIENS ON COLLATERAL.
ANY COLLATERAL DOCUMENT SHALL FOR ANY REASON (OTHER
THAN PURSUANT TO THE TERMS THEREOF INCLUDING AS A RESULT OF A TRANSACTION
PERMITTED UNDER SECTION 7.04 OR 7.05) CEASE TO CREATE A VALID AND PERFECTED
LIEN, WITH THE PRIORITY REQUIRED BY THE COLLATERAL
120
DOCUMENTS, (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 7.01,
OR ANY LOAN PARTY OR AFFILIATE THEREOF SHALL SO ASSERT IN WRITING, EXCEPT TO THE
EXTENT THAT ANY SUCH LOSS OF PERFECTION OR PRIORITY RESULTS FROM THE FAILURE OF
THE ADMINISTRATIVE AGENT TO MAINTAIN POSSESSION OF CERTIFICATES ACTUALLY
DELIVERED TO IT REPRESENTING SECURITIES PLEDGED UNDER THE COLLATERAL DOCUMENTS
OR TO FILE UNIFORM COMMERCIAL CODE CONTINUATION STATEMENTS 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 DISPUTED
COVERAGE; OR
(M)
JUNIOR FINANCING DOCUMENTATION.
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"