OR COULD REASONABLY
BE EXPECTED TO RESULT IN LIABILITY OF ANY LOAN PARTY UNDER TITLE IV OF ERISA TO
THE PENSION PLAN, MULTIEMPLOYER PLAN OR THE PBGC IN AN AGGREGATE AMOUNT IN
EXCESS OF $5,000,000 OR WHICH WOULD REASONABLY LIKELY RESULT IN A MATERIAL
ADVERSE EFFECT, OR (II) A 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 IN EXCESS OF $5,000,000 OR
WHICH WOULD REASONABLY LIKELY RESULT IN A MATERIAL ADVERSE EFFECT; OR
(J)
INVALIDITY OF LOAN DOCUMENTS.
(I)
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 SEEKS TO AVOID, LIMIT OR OTHERWISE ADVERSELY
AFFECT ANY LIEN PURPORTED TO BE CREATED UNDER ANY SECURITY DOCUMENT; OR (II) ANY
LIEN PURPORTED TO BE CREATED UNDER ANY SECURITY DOCUMENT SHALL CEASE TO BE, OR
SHALL BE ASSERTED BY ANY LOAN PARTY OR ANY OTHER PERSON NOT TO BE, A VALID AND
PERFECTED LIEN ON ANY COLLATERAL, WITH THE PRIORITY REQUIRED BY THE APPLICABLE
SECURITY DOCUMENT; OR
(K)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF
CONTROL; OR
(L)
CESSATION OF BUSINESS.
EXCEPT AS OTHERWISE
EXPRESSLY PERMITTED HEREUNDER, ANY LOAN PARTY SHALL TAKE ANY ACTION TO SUSPEND
THE OPERATION OF ITS BUSINESS IN THE ORDINARY COURSE, LIQUIDATE ALL OR A
MATERIAL PORTION OF ITS ASSETS OR STORE LOCATIONS, OR EMPLOY AN AGENT OR OTHER
THIRD PARTY TO CONDUCT A PROGRAM OF CLOSINGS, LIQUIDATIONS OR
"GOING-OUT-OF-BUSINESS" SALES OF ANY MATERIAL PORTION OF ITS BUSINESS; OR
(M)
LOSS OF COLLATERAL.
THERE OCCURS ANY UNINSURED LOSS
TO ANY MATERIAL PORTION OF THE COLLATERAL; OR
(N)
BREACH OF CONTRACTUAL OBLIGATION.
ANY LOAN PARTY
OR ANY SUBSIDIARY THEREOF FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY
SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN
RESPECT OF ANY MATERIAL CONTRACT OR FAILS TO OBSERVE OR PERFORM ANY OTHER
AGREEMENT OR CONDITION RELATING TO ANY SUCH MATERIAL CONTRACT OR CONTAINED IN
ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY
OTHER EVENT OCCURS, THE EFFECT OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, OR
TO PERMIT THE COUNTERPARTY TO SUCH MATERIAL CONTRACT TO TERMINATE SUCH MATERIAL
CONTRACT; OR
(O)
INDICTMENT.
(I) ANY LOAN PARTY IS (A) CRIMINALLY
INDICTED OR CONVICTED OF A FELONY FOR FRAUD OR DISHONESTY IN CONNECTION WITH THE
LOAN PARTIES' BUSINESS, OR (B) CHARGED BY A GOVERNMENTAL