ASSETS BY THE UNITED STATES GOVERNMENT, OR ANY DEPARTMENT, AGENCY, OR
INSTRUMENTALITY THEREOF, OR BY ANY STATE, COUNTY, MUNICIPAL, OR GOVERNMENTAL
AGENCY, OR ANY TAXES OR DEBTS OWING AT ANY TIME HEREAFTER TO ANY ONE OR MORE OF
SUCH ENTITIES BECOMES A LIEN, WHETHER CHOATE OR OTHERWISE, UPON ANY OF ANY
BORROWER'S PROPERTIES OR ASSETS AND THE SAME IS NOT PAID ON THE PAYMENT DATE
THEREOF; OR
115
(K)
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 $3,000,000, 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
$100,000; OR
(L)
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
(EXCEPT AS PERMITTED PURSUANT TO THE TERMS HEREOF OR THEREOF), 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
(M)
CHANGE OF CONTROL.
THERE OCCURS ANY CHANGE OF
CONTROL; OR
(N)
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
SUBSTANTIALLY ALL 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
(O)
LOSS OF COLLATERAL.
THERE OCCURS ANY
UNINSURED LOSS TO ANY MATERIAL PORTION OF THE COLLATERAL; OR
(P)
INDICTMENT.
THE INDICTMENT OR INSTITUTION OF
ANY LEGAL PROCESS OR PROCEEDING AGAINST, ANY LOAN PARTY OR ANY SUBSIDIARY
THEREOF, UNDER ANY FEDERAL, STATE, MUNICIPAL, AND OTHER CRIMINAL STATUTE, RULE,
REGULATION, ORDER, OR OTHER REQUIREMENT HAVING THE FORCE OF LAW FOR A FELONY; OR
(Q)
GUARANTY.
THE TERMINATION OR ATTEMPTED
TERMINATION OF