OF SUCH ASSET, WHICH INDEBTEDNESS IS
INCURRED FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF THE PURCHASE PRICE
THEREOF OR LIENS ASSUMED IN CONNECTION WITH A PERMITTED ACQUISITION AND LIENS ON
ASSETS OF A PERSON THAT BECOMES A DIRECT OR INDIRECT SUBSIDIARY OF COMPANY AFTER
THE DATE OF THIS AGREEMENT IN A PERMITTED ACQUISITION; PROVIDED, HOWEVER, THAT
THE LIEN SHALL APPLY ONLY TO THE ASSET SO ACQUIRED AND PROCEEDS THEREOF;
PROVIDED FURTHER, THAT THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS SECURED BY
SUCH LIENS SHALL AT NO TIME EXCEED $25,000,000;
(III)
LIENS DESCRIBED IN SCHEDULE 7.2A ANNEXED HERETO AND ANY
REPLACEMENT LIENS SECURING ANY REPLACEMENT OF INDEBTEDNESS SECURED, AS OF THE
CLOSING DATE, BY THE LIENS DESCRIBED IN SCHEDULE 7.2A, PROVIDED THAT SUCH
REPLACEMENT LIENS SHALL ONLY APPLY TO THE ASSETS SUBJECT, AS OF THE CLOSING
DATE, TO THE LIENS DESCRIBED IN SCHEDULE 7.2A AND THE AGGREGATE PRINCIPAL AMOUNT
OF SUCH REPLACEMENT INDEBTEDNESS SHALL NOT AT ANY TIME EXCEED THE INDEBTEDNESS
SECURED, AS OF THE CLOSING DATE, BY THE LIENS DESCRIBED IN SCHEDULE 7.2A;
(IV)
OTHER LIENS SECURING INDEBTEDNESS OR OTHER OBLIGATIONS IN AN
AGGREGATE AMOUNT NOT TO EXCEED $2,500,000 AT ANY TIME OUTSTANDING; AND
104
(V)
EXCLUSIVE LICENSES WITH RESPECT TO INTELLECTUAL PROPERTY GRANTED
TO THIRD PARTIES IN ACCORDANCE WITH SUBSECTION 7.7.
Notwithstanding the foregoing, (1) Company and its Domestic Subsidiaries shall
not enter into, or suffer to exist, any control agreements (as such term is
defined in the UCC), other than Control Agreements entered into pursuant to
subsection 6.10 of the Security Agreement, and (2) Company shall not create,
incur, assume or permit to exist any Lien on or with respect to the Headquarters
or any income or profits therefrom (other than non-consensual Permitted
Encumbrances arising by operation of law).
B.
NO FURTHER NEGATIVE PLEDGES.
NEITHER COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL ENTER INTO ANY AGREEMENT (OTHER THAN THE LOAN DOCUMENTS)
PROHIBITING THE CREATION OR ASSUMPTION OF ANY LIEN UPON ANY OF ITS PROPERTIES OR
ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT (I) ANY AGREEMENT
EVIDENCING A SALE OR OTHER DISPOSITION OF ASSETS, AS TO THE ASSETS BEING SOLD,
(II) WITH RESPECT TO CUSTOMARY NON-ASSIGNMENT OR NO-SUBLETTING CLAUSES IN LEASES
OR OTHER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS, (III) ANY
AGREEMENT EVIDENCING INDEBTEDNESS SECURED BY LIENS PERMITTED BY SUBSECTION
7.2A(II), AS TO THE ASSETS SECURING SUCH INDEBTEDNESS, (IV) ANY AGREEMENTS
GOVERNING ANY PURCHASE MONEY LIENS OR CAPITAL LEASE OBLIGATIONS OTHERWISE
PERMITTED HEREBY (IN WHICH CASE, ANY PROHIBITION OR LIMITATION SHALL ONLY BE
EFFECTIVE AGAINST THE ASSETS FINANCED THEREBY AND THE PROCEEDS THEREOF), (V) ANY
AGREEMENTS GOVERNING INDEBTEDNESS OF ANY FOREIGN SUBSIDIARY PERMITTED BY
SUBSECTION 7.1(V) (IN WHICH CASE, ANY SUCH PROHIBITION OR LIMITATION SHALL ONLY
BE EFFECTIVE AGAINST THE ASSETS OF SUCH FOREIGN SUBSIDIARY AND ITS
SUBSIDIARIES), (VI) CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND SIMILAR
AGREEMENTS THAT RESTRICT TRANSFER OF ASSETS OF, OR EQUITY INTERESTS IN, JOINT
VENTURES, (VII) LICENSES OR SUBLICENSES BY COMPANY AND ITS SUBSIDIARIES OF
INTELLECTUAL PROPERTY