STOCK OF
PARENT;
(II)
DURING ANY PERIOD OF TWO CONSECUTIVE
YEARS, 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 ANY
INDENTURE OR OTHER AGREEMENT IN RESPECT OF INDEBTEDNESS IN AN AGGREGATE
PRINCIPAL AMOUNT OF AT LEAST $25,000,000 TO WHICH PARENT, HOLDINGS OR ANY OF ITS
SUBSIDIARIES IS A PARTY; OR
(IV)
PARENT SHALL CEASE TO OWN DIRECTLY OR
INDIRECTLY 100% OF THE CAPITAL STOCK OF HOLDINGS AND EACH OF THE BORROWERS;
107
(M)(I) ANY SECURITY DOCUMENT, AFTER DELIVERY THEREOF PURSUANT TO SECTION 7.1 OR
8.6, 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 OR THE COLLATERAL 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 (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 OR ANY AFFILIATE OF 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 a Borrower under the United States
Bankruptcy Code, automatically the Commitments shall immediately terminate and
the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) 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 Majority Revolving Facilities
Lenders, the Administrative Agent may, or upon the request of the Majority
Revolving Facilities Lenders, the Administrative Agent shall, by notice to the