AFTER ITS
EXECUTION AND DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY PERMITTED
HEREUNDER OR THEREUNDER OR AS A RESULT OF ACTS OR OMISSIONS BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OR SATISFACTION IN FULL OF ALL THE
OBLIGATIONS, CEASES TO BE IN FULL FORCE AND EFFECT; OR ANY LOAN PARTY CONTESTS
IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF ANY LOAN
DOCUMENT OR THE INTERCREDITOR AGREEMENT, OR PURPORTS TO REVOKE, TERMINATE OR
RESCIND ANY PROVISION OF ANY LOAN DOCUMENT OR THE INTERCREDITOR AGREEMENT, OR
DENIES THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION UNDER ANY PROVISION OF
ANY LOAN DOCUMENT;
(M)
ANY CHALLENGE BY OR ON BEHALF OF ANY PERSON OTHER THAN ANY LOAN PARTY TO
THE VALIDITY OF ANY LOAN DOCUMENT OR THE INTERCREDITOR AGREEMENT OR THE
APPLICABILITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR THE INTERCREDITOR
AGREEMENT STRICTLY IN ACCORDANCE WITH THE SUBJECT AGREEMENT'S TERMS, IN EACH
CASE AS TO WHICH AN ORDER OR JUDGMENT HAS BEEN ENTERED ADVERSE TO THE
ADMINISTRATIVE AGENT AND THE LENDERS;
(N)
AN ERISA EVENT OR A CANADIAN PENSION PLAN EVENT OCCURS THAT, WHEN TAKEN
TOGETHER WITH ALL OTHER ERISA EVENTS OR CANADIAN PENSION PLAN EVENTS THAT HAVE
OCCURRED, WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
61
(O)
ANY LIEN PURPORTED TO BE CREATED UNDER ANY SECURITY DOCUMENT SHALL CEASE TO
BE, OR SHALL BE ASSERTED BY ANY LOAN PARTY NOT TO BE, A VALID AND PERFECTED LIEN
ON ANY COLLATERAL, WITH THE PRIORITY REQUIRED BY THE APPLICABLE SECURITY
DOCUMENT, EXCEPT (I) AS A RESULT OF THE SALE OR OTHER DISPOSITION OF THE
APPLICABLE COLLATERAL IN A TRANSACTION PERMITTED UNDER, OR OTHERWISE IN
ACCORDANCE WITH THE TERMS OF, THE LOAN DOCUMENTS; (II) AS A RESULT OF THE
FAILURE BY THE ADMINISTRATIVE AGENT (OR OTHER POSSESSORY AGENT PURSUANT TO THE
INTERCREDITOR AGREEMENT) TO MAINTAIN POSSESSION OF ANY STOCK CERTIFICATES,
PROMISSORY NOTES OR OTHER INSTRUMENTS DELIVERED TO IT UNDER ANY SECURITY
DOCUMENT OR TO PROPERLY FILE UNIFORM COMMERCIAL CODE OR OTHER FINANCING OR
CONTINUATION STATEMENTS OR EQUIVALENT FORMS (UNLESS SUCH FAILURE TO FILE IS
ATTRIBUTABLE TO A LOAN PARTY'S FAILURE TO COMPLY WITH ANY OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS); OR (III) IN ACCORDANCE WITH THE TERMS OF THE
INTERCREDITOR AGREEMENT;
(P)
A CHANGE IN CONTROL SHALL OCCUR;
(Q)
EXCEPT AS OTHERWISE PERMITTED HEREUNDER, THE DETERMINATION BY THE BORROWER,
WHETHER BY VOTE OF THE BORROWER'S BOARD OF DIRECTORS OR OTHERWISE, TO
(I) GENERALLY SUSPEND THE OPERATION OF THE BORROWER'S AND ITS SUBSIDIARIES'
BUSINESS IN THE ORDINARY COURSE, (II) LIQUIDATE ALL OR A MATERIAL PORTION OF THE
BORROWER'S AND ITS SUBSIDIARIES' ASSETS OR STORE LOCATIONS OR (III) EMPLOY AN
AGENT OR OTHER THIRD PARTY TO CONDUCT ANY SO-CALLED STORE CLOSING, STORE
LIQUIDATION OR "GOING-OUT-OF-BUSINESS" SALES FOR THE BORROWER'S AND ITS
SUBSIDIARIES' STORES GENERALLY;
(R)
THE OCCURRENCE OF ANY UNINSURED LOSS TO THE COLLATERAL IN AN AMOUNT EQUAL
TO $10,000,000 OR GREATER;
(S)
THE INDICTMENT OF, OR INSTITUTION OF ANY LEGAL PROCESS OR PROCEEDING
AGAINST,