NO LIENS OTHER
THAN PERMITTED LIENS, IN EACH CASE UNLESS ANY SUCH CESSATION OCCURS IN
ACCORDANCE WITH THE TERMS THEREOF OR IS DUE TO ANY ACT OR FAILURE TO ACT ON THE
PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER, OR THE BORROWER OR ANY OTHER
CREDIT PARTY SHALL ASSERT ANY OF THE FOREGOING; OR THE GUARANTY AGREEMENT SHALL
FOR ANY REASON CEASE TO BE IN FULL FORCE AND EFFECT AS TO ANY GUARANTOR, OR ANY
GUARANTOR OR ANY PERSON ACTING ON ITS BEHALF SHALL DENY OR DISAFFIRM SUCH
GUARANTOR'S OBLIGATIONS THEREUNDER;
(J)
ANY ERISA EVENT SHALL OCCUR OR EXIST WITH RESPECT TO ANY PLAN OR
MULTIEMPLOYER PLAN AND, AS A RESULT THEREOF, TOGETHER WITH ALL OTHER ERISA
EVENTS THEN EXISTING, ANY CREDIT PARTY
95
AND ITS ERISA AFFILIATES HAVE INCURRED, OR COULD REASONABLY BE EXPECTED TO
INCUR, LIABILITY (INCLUDING LIABILITY TO ANY ONE OR MORE PLANS OR MULTIEMPLOYER
PLANS OR TO THE PBGC (OR TO ANY COMBINATION THEREOF)) IN EXCESS OF $1,000,000;
(K)
ANY ONE OR MORE LICENSES, PERMITS, ACCREDITATIONS OR
AUTHORIZATIONS OF THE BORROWER OR ANY OTHER CREDIT PARTY SHALL BE SUSPENDED,
LIMITED OR TERMINATED OR SHALL NOT BE RENEWED, OR ANY OTHER ACTION SHALL BE
TAKEN, BY ANY GOVERNMENTAL AUTHORITY IN RESPONSE TO ANY ALLEGED FAILURE BY THE
BORROWER OR ANY OTHER CREDIT PARTY TO BE IN COMPLIANCE WITH APPLICABLE
REQUIREMENTS OF LAW, AND SUCH ACTION, INDIVIDUALLY OR IN THE AGGREGATE, HAS OR
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(L)
ANY OF THE FOLLOWING SHALL OCCUR:
(I)
THE PARENT SHALL CEASE TO OWN DIRECTLY 100% OF THE ISSUED AND
OUTSTANDING CAPITAL STOCK OF THE BORROWER;
(II)
ANY PERSON OR GROUP OF PERSONS ACTING IN CONCERT AS A PARTNERSHIP
OR OTHER GROUP (OTHER THAN INVESTOR AND ITS AFFILIATES) SHALL HAVE BECOME, AS A
RESULT OF A TENDER OR EXCHANGE OFFER, OPEN MARKET PURCHASES, PRIVATELY
NEGOTIATED PURCHASES OR OTHERWISE, THE BENEFICIAL OWNER (WITHIN THE MEANING
GIVEN TO SUCH TERM IN RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR
INDIRECTLY, OF CAPITAL STOCK OF THE PARENT HAVING 25% OR MORE OF THE TOTAL
VOTING POWER OF THE PARENT AND AT SUCH TIME INVESTOR AND ITS AFFILIATES ARE THE
BENEFICIAL OWNERS (DEFINED AS PROVIDED ABOVE), DIRECTLY OR INDIRECTLY, OF
CAPITAL STOCK OF THE PARENT HAVING A LESSER PERCENTAGE OF THE TOTAL VOTING POWER
OF THE PARENT THAN SUCH OTHER PERSON OR GROUP OF PERSONS;
(III)
DURING ANY PERIOD OF UP TO TWELVE (12) CONSECUTIVE MONTHS,
INDIVIDUALS ON THE BOARD OF DIRECTORS OF THE PARENT (TOGETHER WITH ANY NEW
DIRECTORS WHOSE ELECTION BY SUCH BOARD OF DIRECTORS WAS APPROVED BY A VOTE OF A
MAJORITY OF THE DIRECTORS THEN STILL IN OFFICE WHO WERE EITHER DIRECTORS AT THE
BEGINNING OF SUCH PERIOD OR WHOSE ELECTION OR NOMINATION FOR ELECTION WAS
PREVIOUSLY SO APPROVED) SHALL CEASE TO CONSIST OF A MAJORITY OF THE INDIVIDUALS
WHO CONSTITUTED THE BOARD OF DIRECTORS AT THE BEGINNING OF SUCH PERIOD; OR
(IV)
A CHANGE OF CONTROL (AS DEFINED IN THE SENIOR