PERMITTED UNDER SECTIONS 6.15.5 AND
6.15.11 THROUGH 6.15.14; PROVIDED THAT (I) SUCH INDEBTEDNESS IS NOT SECURED BY
ANY ADDITIONAL ASSETS, OTHER THAN IMPROVEMENTS THEREON AND PROCEEDS THEREOF, AND
(II) THE AMOUNT OF SUCH INDEBTEDNESS SECURED BY ANY SUCH LIEN IS NOT INCREASED.
6.15.16
LIENS SECURING PERMITTED PURCHASE MONEY INDEBTEDNESS; PROVIDED THAT
SUCH LIENS SHALL NOT APPLY TO ANY PROPERTY OF THE PARENT, THE BORROWER OR ANY
SUBSIDIARY OTHER THAN THAT PURCHASED WITH THE PROCEEDS OF SUCH PERMITTED
PURCHASE MONEY INDEBTEDNESS OTHER THAN IMPROVEMENTS THEREON AND PROCEEDS
THEREOF.
6.15.17
LIENS IN RESPECT OF CAPITALIZED LEASE OBLIGATIONS TO THE EXTENT
PERMITTED HEREUNDER AND LIENS ARISING UNDER ANY EQUIPMENT, FURNITURE OR FIXTURES
LEASES OR PROPERTY CONSIGNMENTS TO THE PARENT, THE BORROWER OR ANY SUBSIDIARY
FOR WHICH THE FILING OF A PRECAUTIONARY FINANCING STATEMENT IS PERMITTED UNDER
THE COLLATERAL DOCUMENTS.
6.15.18
LICENSES, LEASES OR SUBLEASES GRANTED TO OTHERS IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH THE PARENT'S, THE BORROWER'S AND THE SUBSIDIARIES'
PAST PRACTICES THAT DO NOT MATERIALLY INTERFERE WITH THE CONDUCT OF THE BUSINESS
OF THE PARENT, THE BORROWER AND THE SUBSIDIARIES TAKEN AS A WHOLE.
6.15.19
STATUTORY AND CONTRACTUAL LANDLORDS' LIENS UNDER LEASES TO WHICH THE
PARENT, THE BORROWER OR ANY SUBSIDIARY IS A PARTY.
6.15.20
LIENS IN FAVOR OF A BANKING INSTITUTION ARISING AS A MATTER OF
APPLICABLE LAW ENCUMBERING DEPOSITS (INCLUDING THE RIGHT OF SET-OFF) HELD BY
SUCH BANKING
61
INSTITUTIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND WHICH ARE WITHIN
THE GENERAL PARAMETERS CUSTOMARY IN THE BANKING INDUSTRY.
6.15.21
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A MATTER
OF APPLICABLE LAW TO SECURE THE PAYMENT OF CUSTOMS' DUTIES IN CONNECTION WITH
THE IMPORTATION OF GOODS.
6.15.22
ANY INTEREST OR TITLE OF A LESSOR, SUBLESSOR, LICENSEE OR LICENSOR
UNDER ANY LEASE OR LICENSE AGREEMENT PERMITTED BY THIS AGREEMENT.
6.15.23
LIENS ENCUMBERING CASH DEPOSITS IN AN AMOUNT NOT TO EXCEED $30,000,000
TO SECURE PERMITTED CUSTOMER FINANCING GUARANTEES.
6.15.24
LIENS NOT OTHERWISE PERMITTED UNDER THIS SECTION 6.15 TO THE EXTENT
ATTACHING TO PROPERTIES AND ASSETS WITH AN AGGREGATE FAIR MARKET VALUE NOT IN
EXCESS OF, AND SECURING LIABILITIES NOT IN EXCESS OF $15,000,000, IN THE
AGGREGATE AT ANY ONE TIME OUTSTANDING.
6.16.
AFFILIATES.
EXCEPT AS OTHERWISE PERMITTED BY THIS AGREEMENT, THE
PARENT AND THE BORROWER WILL NOT ENTER INTO, DIRECTLY OR INDIRECTLY, OR PERMIT
ANY SUBSIDIARY TO ENTER INTO, DIRECTLY OR INDIRECTLY, ANY TRANSACTION
(INCLUDING, WITHOUT LIMITATION, THE PURCHASE OR SALE OF ANY PROPERTY OR SERVICE)
WITH, OR MAKE ANY PAYMENT OR TRANSFER TO, ANY AFFILIATE (OTHER THAN THE PARENT
AND, SUBJECT TO SECTION 6.24 AND SECTION 6.25, ITS SUBSIDIARIES) EXCEPT IN THE
ORDINARY COURSE OF BUSINESS AND PURSUANT TO THE REASONABLE REQUIREMENTS OF THE
PARENT'S, THE BORROWER'S OR SUCH SUBSIDIARY'S BUSINESS AND UPON FAIR AND
REASONABLE TERMS NO LESS FAVORABLE TO THE PARENT, THE BORROWER OR SUCH
SUBSIDIARY THAN THE PARENT, THE BORROWER OR SUCH SUBSIDIARY WOULD OBTAIN IN A
COMPARABLE ARM'S-LENGTH TRANSACTION, EXCEPT THAT ANY AFFILIATE WHO IS AN
INDIVIDUAL MAY SERVE AS A