THE EXTENT SUCH
PERMITTED HOLDER IS PART OF SUCH GROUP);
(II)
DURING ANY PERIOD OF TWO CONSECUTIVE YEARS (COMMENCING
IMMEDIATELY FOLLOWING THE CLOSING DATE), INDIVIDUALS WHO AT THE BEGINNING OF
SUCH PERIOD CONSTITUTED THE BOARD OF DIRECTORS OF PARENT (TOGETHER WITH ANY NEW
DIRECTORS WHOSE ELECTION BY SUCH BOARD OF DIRECTORS OR WHOSE NOMINATION FOR
ELECTION BY PARENT'S SHAREHOLDERS WAS APPROVED BY A VOTE OF A MAJORITY OF
PARENT'S DIRECTORS THEN STILL IN OFFICE WHO EITHER WERE DIRECTORS AT THE
BEGINNING OF SUCH PERIOD OR WHOSE ELECTION OR NOMINATION FOR ELECTION WAS
PREVIOUSLY SO APPROVED) CEASE FOR ANY REASON TO CONSTITUTE A MAJORITY OF
PARENT'S DIRECTORS THEN IN OFFICE;
(III)
ANY CHANGE IN CONTROL WITH RESPECT TO PARENT (OR SIMILAR EVENT,
HOWEVER DENOMINATED) SHALL OCCUR UNDER AND AS DEFINED IN THE FIRST LIEN CREDIT
AGREEMENT, ANY INDENTURE OR OTHER AGREEMENT IN RESPECT OF INDEBTEDNESS IN AN
AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $28,750,000 (OTHER THAN THE FIRST LIEN
CREDIT DOCUMENTS) TO WHICH PARENT OR ANY OF ITS SUBSIDIARIES IS A PARTY; OR
(IV)
PARENT SHALL CEASE TO OWN DIRECTLY OR INDIRECTLY 100% OF THE
CAPITAL STOCK OF THE BORROWER;
(M)
(I) ANY SECURITY DOCUMENT, AFTER DELIVERY THEREOF PURSUANT TO SECTION 5.1
OR 6.6, SHALL FOR ANY REASON (OTHER THAN PURSUANT TO THE TERMS HEREOF OR
THEREOF) CEASE TO CREATE A VALID AND PERFECTED LIEN, WITH THE PRIORITY REQUIRED
BY THE SECURITY DOCUMENTS (OR OTHER SECURITY PURPORTED TO BE CREATED ON THE
APPLICABLE COLLATERAL) ON AND SECURITY INTEREST IN ANY MATERIAL PORTION OF THE
COLLATERAL PURPORTED TO BE COVERED THEREBY, SUBJECT TO PERMITTED LIENS, EXCEPT
TO THE EXTENT THAT ANY SUCH LOSS OF PERFECTION OR PRIORITY RESULTS FROM THE
FAILURE OF THE ADMINISTRATIVE AGENT TO MAINTAIN POSSESSION OF CERTIFICATES
ACTUALLY DELIVERED TO IT REPRESENTING SECURITIES PLEDGED UNDER THE SECURITY
DOCUMENTS AND EXCEPT AS TO COLLATERAL CONSISTING OF REAL PROPERTY TO THE EXTENT
THAT SUCH LOSSES ARE COVERED BY A LENDER'S TITLE INSURANCE POLICY AND SUCH
INSURER HAS NOT DISPUTED COVERAGE OR
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(II) THE GUARANTEE CONTAINED IN SECTION 2 OF THE GUARANTEE AND COLLATERAL
AGREEMENT SHALL CEASE, FOR ANY REASON, TO BE IN FULL FORCE AND EFFECT OR ANY
LOAN PARTY SHALL SO ASSERT;
then, and in any such event, (A) upon the occurrence of an actual or deemed
entry of an order for relief with respect to the Borrower under the United
States Bankruptcy Code, automatically the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents shall immediately become due and payable, and (B) if such event is any
other Event of Default, then, any or all of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall,
exercise any remedy with respect to the Collateral provided for in any Security
Document and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request