AGGREGATE AMOUNT
EXCEEDING $7,500,000 OR THE IMPOSITION OF A LIEN ON ANY PROPERTIES OF A COMPANY;
(K)
ANY SECURITY INTEREST AND LIEN PURPORTED TO BE CREATED BY ANY
COLLATERAL DOCUMENT SHALL CEASE TO BE IN FULL FORCE AND EFFECT, OR SHALL CEASE
TO GIVE THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, THE LIENS,
RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE CREATED AND GRANTED UNDER SUCH
COLLATERAL DOCUMENTS (INCLUDING A VALID, ENFORCEABLE, PERFECTED FIRST PRIORITY
SECURITY INTEREST IN AND LIEN ON, ALL OF THE PLEDGED COLLATERAL THEREUNDER
(EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR SUCH COLLATERAL
DOCUMENT, INCLUDING THE COLLATERAL TRUST AGREEMENT)), SUBJECT TO PERMITTED
COLLATERAL LIENS, IN FAVOR OF THE COLLATERAL AGENT, OR SHALL BE ASSERTED BY OR
ON BEHALF OF ANY COMPANY NOT TO BE, A VALID, ENFORCEABLE, PERFECTED, FIRST
PRIORITY (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR SUCH
COLLATERAL DOCUMENT) SECURITY INTEREST IN OR LIEN ON THE PLEDGED COLLATERAL
COVERED THEREBY, SUBJECT TO PERMITTED COLLATERAL LIENS; PROVIDED THAT IT SHALL
NOT BE AN EVENT OF DEFAULT UNDER THIS PARAGRAPH (K) IF THE COLLATERAL AGENT
SHALL NOT HAVE, OR SHALL CEASE TO HAVE, A VALID, ENFORCEABLE AND PERFECTED FIRST
PRIORITY SECURITY INTEREST IN OR LIEN ON ANY PLEDGED COLLATERAL PURPORTED TO BE
COVERED BY THE COLLATERAL DOCUMENTS THAT (I) HAS A FAIR MARKET VALUE,
INDIVIDUALLY OR IN THE AGGREGATE, OF LESS THAN $7,500,000 AND (II) IS NOT
MATERIAL TO THE OPERATION OF THE BUSINESSES OF THE COMPANIES, TAKEN AS A WHOLE;
(L)
ANY LOAN DOCUMENT OR ANY MATERIAL PROVISIONS THEREOF SHALL AT ANY
TIME AND FOR ANY REASON BE DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE
NULL AND VOID, OR A PROCEEDING SHALL BE COMMENCED BY OR ON BEHALF OF ANY LOAN
PARTY OR ANY OTHER PERSON, OR BY ANY GOVERNMENTAL AUTHORITY, SEEKING TO
ESTABLISH THE INVALIDITY OR UNENFORCEABILITY THEREOF (EXCLUSIVE OF QUESTIONS OF
INTERPRETATION OF ANY PROVISION THEREOF), OR ANY COMPANY (DIRECTLY OR
INDIRECTLY) SHALL REPUDIATE, REVOKE, TERMINATE OR RESCIND (OR PURPORT TO DO ANY
OF THE FOREGOING) OR DENY ANY PORTION OF ITS LIABILITY OR OBLIGATION FOR THE
OBLIGATIONS; OR
(M)
THERE SHALL HAVE OCCURRED A CHANGE IN CONTROL;
(N)
THERE SHALL HAVE OCCURRED THE TERMINATION OF ONE OR MORE MATERIAL
AGREEMENTS OF ANY COMPANY, OTHER THAN AT THE EXPIRATION OF THE STATED TERM OF
SUCH MATERIAL AGREEMENT, AND SUCH TERMINATION COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT;
(O)
ANY COMPANY SHALL BE PROHIBITED OR OTHERWISE RESTRAINED FROM
CONDUCTING THE BUSINESS THERETOFORE CONDUCTED BY IT IN ANY MANNER THAT HAS, OR
COULD REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT BY VIRTUE
OF ANY DETERMINATION, RULING, DECISION OR ORDER OF ANY COURT OR GOVERNMENTAL
AUTHORITY OF COMPETENT JURISDICTION;
(P)
THE CONVERTIBLE SENIOR SECURED NOTES OR THE CONVERTIBLE SENIOR
SECURED NOTE GUARANTEES SHALL CEASE, FOR ANY REASON, TO BE VALIDLY SUBORDINATED
TO THE OBLIGATIONS AND THE GUARANTEED OBLIGATIONS AS, AND TO THE EXTENT,
PROVIDED IN THE COLLATERAL TRUST AGREEMENT OR ANY COMPANY (DIRECTLY OR