HEREOF.
ANY PURPORTED TRANSFER IN VIOLATION OF THIS
SECTION 6(A) SHALL BE NULL AND VOID;
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COLLATERAL AGENT, PERMIT ANY OF THE SUBORDINATED DEBT DOCUMENTS TO BE AMENDED,
MODIFIED OR OTHERWISE SUPPLEMENTED;
7
(C)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COLLATERAL AGENT, COMMENCE OR JOIN WITH ANY CREDITORS OTHER THAN THE SENIOR
LENDERS IN COMMENCING, ANY PROCEEDING REFERRED TO IN CLAUSE (B) OR (C) OF THE
DEFINITION OF "INSOLVENCY EVENT"; OR
(D)
WITH RESPECT TO SIRIUS LLC, EFFECT A SALE OR
OTHER DISPOSITION OF ANY SHARES OF COMMON STOCK ISSUED TO IT PURSUANT TO
SECTIONS 4 OR 8 OF THE SIRIUS PROMISSORY NOTE (THE "CONVERSION SHARES") OR
(II) OFFER TO SELL, CONTRACT TO SELL, GRANT ANY OPTION TO PURCHASE OR ENTER INTO
ANY SIMILAR TRANSACTION WITH REGARD TO THE CONVERSION SHARES OR ANY SECURITY
CONVERTIBLE INTO OR EXCHANGEABLE FOR THE CONVERSION SHARES WHICH HAS THE SAME
ECONOMIC EFFECT AS A SALE OR OTHER DISPOSITION OF THE CONVERSION SHARES UNLESS
(X) A REGISTRATION STATEMENT (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT)
SHALL HAVE BEEN EFFECTIVE FOR AT LEAST 45 DAYS PRIOR TO SUCH DATE AND SHALL
CONTINUE TO BE EFFECTIVE AND AVAILABLE FOR THE SALE OF NOT LESS THAN 150% OF THE
REGISTRABLE SECURITIES ISSUABLE UPON CONVERSION OF ALL OF THE OUTSTANDING SENIOR
NOTES AND EXERCISE OF ALL OF THE OUTSTANDING WARRANTS, IN ACCORDANCE WITH THE
REGISTRATION RIGHTS AGREEMENT, AND NO GRACE PERIOD (AS DEFINED IN THE
REGISTRATION RIGHTS AGREEMENT) APPLICABLE TO SUCH REGISTRATION STATEMENT SHALL
BE IN EFFECT NOR SHALL THERE HAVE BEEN ANY GRACE PERIOD WHICH IS NOT AN
ALLOWABLE GRACE PERIOD (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT)
APPLICABLE TO SUCH REGISTRATION STATEMENT AND (Y) THE WEIGHTED AVERAGE PRICE OF
THE COMMON STOCK SHALL HAVE BEEN AT LEAST $6.00 (SUBJECT TO ADJUSTMENTS FOR
STOCK SPLITS, STOCK DIVIDENDS COMBINATIONS, RECLASSIFICATIONS AND OTHER EVENTS)
FOR AT LEAST 20 OUT OF 30 OF THE TRADING DAYS IMMEDIATELY PRECEDING THE DATE ON
WHICH SIRIUS LLC PROPOSES TO EFFECT SUCH SALE OR OTHER DISPOSITION.
7.
SENIOR OBLIGATIONS UNCONDITIONAL.
ALL
RIGHTS AND INTERESTS OF THE SENIOR LENDERS HEREUNDER, AND ALL AGREEMENTS AND
OBLIGATIONS OF THE SUBORDINATED LENDERS AND THE COMPANY HEREUNDER, SHALL REMAIN
IN FULL FORCE AND EFFECT IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF
ANY SENIOR SECURITY DOCUMENTS OR ANY OTHER SENIOR DEBT DOCUMENTS;
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF
PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE SENIOR OBLIGATIONS, OR
ANY AMENDMENT OR WAIVER OR OTHER MODIFICATION, WHETHER BY COURSE OF CONDUCT OR
OTHERWISE, OF THE TERMS OF THE SECURITIES PURCHASE AGREEMENT OR ANY OTHER SENIOR
SECURITY DOCUMENT;
(C)
ANY EXCHANGE, RELEASE OR NONPERFECTION OF
ANY SECURITY INTEREST IN ANY COLLATERAL, OR ANY RELEASE, AMENDMENT, WAIVER OR
OTHER MODIFICATION, WHETHER IN WRITING OR BY COURSE OF CONDUCT OR OTHERWISE, OF
ALL OR ANY OF THE SENIOR OBLIGATIONS OR ANY GUARANTEE THEREOF; OR
(D)
ANY OTHER CIRCUMSTANCES WHICH OTHERWISE
MIGHT CONSTITUTE A