MATERIAL
ADVERSE EFFECT AND, IN EITHER CASE, (A) ENFORCEMENT PROCEEDINGS ARE COMMENCED BY
ANY CREDITOR UPON SUCH JUDGMENT OR ORDER, OR (B) THERE IS A PERIOD OF FORTY-FIVE
(45) CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT OR
ORDER, BY REASON OF A PENDING APPEAL OR OTHERWISE, IS NOT IN EFFECT; OR
(I)
ERISA.
(I) AN ERISA EVENT OCCURS WITH RESPECT TO A PENSION PLAN
OR MULTIEMPLOYER PLAN WHICH HAS RESULTED 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 COULD REASONABLY BE EXPECTED TO 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 COULD
REASONABLY BE EXPECTED TO 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 (INCLUDING AS A RESULT OF A
TRANSACTION PERMITTED UNDER SECTIONS 7.04 OR 7.05 OR SATISFACTION IN FULL OF ALL
THE OBLIGATIONS), CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY OR
ANY SUBSIDIARY CONTESTS IN WRITING 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
120
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 (OTHER THAN AN
IMMATERIAL PORTION OF THE COLLATERAL NOT OF THE TYPE INCLUDED IN THE BORROWING
BASE, AS DETERMINED BY THE ADMINISTRATIVE AGENT IN ITS PERMITTED DISCRETION),
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 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 OF THE
COLLATERAL WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
OR
(N)
BREACH OF CONTRACTUAL