INCUR ANY LIABILITY IN CONNECTION
WITH A WITHDRAWAL FROM, OR THE INSOLVENCY OR REORGANIZATION OF, A MULTIEMPLOYER
PLAN OR (VI) ANY OTHER EVENT OR CONDITION SHALL OCCUR OR EXIST WITH RESPECT TO A
PLAN; AND IN EACH CASE IN CLAUSES (I) AND (III) THROUGH (VI) ABOVE, SUCH EVENT
OR CONDITION, TOGETHER WITH ALL OTHER SUCH EVENTS OR CONDITIONS, IF ANY, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR
(H)
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED AGAINST ANY GROUP MEMBER
INVOLVING IN THE AGGREGATE A LIABILITY (NOT PAID OR FULLY COVERED BY INSURANCE
AS TO WHICH THE RELEVANT INSURANCE COMPANY HAS ACKNOWLEDGED COVERAGE) OF
$1,000,000 OR MORE, AND ALL SUCH JUDGMENTS OR DECREES SHALL NOT HAVE BEEN
VACATED, DISCHARGED, STAYED OR BONDED PENDING APPEAL WITHIN 60 DAYS FROM THE
ENTRY THEREOF; OR
(I)
ANY OF THE LOAN DOCUMENTS SHALL CEASE, FOR ANY REASON OTHER THAN AS SET
FORTH IN SECTION 10.14, TO BE IN FULL FORCE AND EFFECT, OR ANY GROUP MEMBER OR
ANY AFFILIATE OF ANY GROUP MEMBER SHALL SO ASSERT, OR ANY LIEN CREATED BY ANY OF
THE SECURITY DOCUMENTS COVERING COLLATERAL HAVING A FAIR MARKET VALUE IN EXCESS
OF $1,000,000 SHALL CEASE TO BE ENFORCEABLE AND OF THE SAME EFFECT AND PRIORITY
PURPORTED TO BE CREATED THEREBY; OR
(J)
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; OR
(K)
(I) THE SILLERMAN GROUP SHALL CEASE TO OWN BENEFICIALLY AT LEAST 20% OF
THE OUTSTANDING VOTING CAPITAL STOCK OF THE BORROWER (PROVIDED THAT ISSUANCES OF
ADDITIONAL SHARES OF THE BORROWER SHALL NOT CAUSE AN EVENT OF DEFAULT UNDER THIS
CLAUSE (K) UNLESS AND UNTIL THE SILLERMAN GROUP CEASES TO OWN BENEFICIALLY AT
LEAST 10% OF THE VOTING CAPITAL STOCK OF THE BORROWER ON A FULLY DILUTED BASIS);
(II) THE BOARD OF DIRECTORS OF THE BORROWER SHALL CEASE TO CONSIST OF A MAJORITY
OF CONTINUING DIRECTORS; (III) THE BORROWER SHALL CEASE TO OWN AND CONTROL,
LEGALLY AND BENEFICIALLY, DIRECTLY OR INDIRECTLY, 100% OF
78
EACH CLASS OF OUTSTANDING CAPITAL STOCK OF EACH ENTITY THAT IS A SUBSIDIARY
GUARANTOR AS OF THE CLOSING DATE, IN EACH CASE, FREE AND CLEAR OF ALL LIENS
(EXCEPT LIENS CREATED BY THE SECURITY DOCUMENTS); OR (IV) ANY GROUP OR PERSON
(WITHIN THE MEANING OF RULE 13D-5 PROMULGATED UNDER THE EXCHANGE ACT), OTHER
THAN THE SILLERMAN GROUP, SHALL BECOME THE "BENEFICIAL OWNER" (WITHIN THE
MEANING OF RULE 13D-3 AND 13D-5 UNDER THE EXCHANGE ACT, EXCEPT THAT A PERSON
SHALL BE DEEMED TO HAVE "BENEFICIAL OWNERSHIP" OF ALL SECURITIES THAT SUCH
PERSON HAS THE RIGHT TO ACQUIRE, WHETHER SUCH RIGHT IS CURRENTLY EXERCISABLE OR
IS EXERCISABLE ONLY UPON THE OCCURRENCE OF A SUBSEQUENT CONDITION), DIRECTLY OR
INDIRECTLY, OF MORE THAN 20% OF THE OUTSTANDING VOTING CAPITAL STOCK OF THE
BORROWER; OR
(L)
(I) ANY PORTION OF THE INTELLECTUAL PROPERTY (OTHER