SIMILAR OBLIGATIONS (EXCLUSIVE OF OBLIGATIONS FOR THE PAYMENT OF BORROWED MONEY
OR OTHER INDEBTEDNESS), SO LONG AS NO FORECLOSURE, SALE OR SIMILAR PROCEEDINGS
HAVE BEEN COMMENCED WITH RESPECT TO ANY PORTION OF THE COLLATERAL ON ACCOUNT
THEREOF;
(E)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, ENCROACHMENTS, AND OTHER
MINOR DEFECTS OR IRREGULARITIES IN TITLE, IN EACH CASE WHICH DO NOT AND ARE NOT
REASONABLY EXPECTED TO INTERFERE IN ANY MATERIAL RESPECT WITH THE ORDINARY
CONDUCT OF THE BUSINESS OF COMPANY OR ANY OF ITS SUBSIDIARIES;
(F)
ANY INTEREST OR TITLE OF A LESSOR OR SUBLESSOR UNDER ANY LEASE OF
REAL ESTATE NOT PROHIBITED HEREBY;
(G)
LIENS SOLELY ON ANY CASH EARNEST MONEY DEPOSITS MADE BY COMPANY OR
ANY OF ITS SUBSIDIARIES IN CONNECTION WITH ANY LETTER OF INTENT OR PURCHASE
AGREEMENT PERMITTED HEREUNDER;
(H)
PURPORTED LIENS EVIDENCED BY THE FILING OF PRECAUTIONARY UCC
FINANCING STATEMENTS RELATING SOLELY TO OPERATING LEASES OF PERSONAL PROPERTY
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(I)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A
MATTER OF LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS;
(J)
ANY ZONING OR SIMILAR LAW OR RIGHT RESERVED TO OR VESTED IN ANY
GOVERNMENTAL OFFICE OR AGENCY TO CONTROL OR REGULATE THE USE OF ANY REAL
PROPERTY;
74
(K)
LICENSES OR SUBLICENSES OF PATENTS, TRADEMARKS, COPYRIGHTS AND
OTHER INTELLECTUAL PROPERTY RIGHTS GRANTED BY COMPANY OR ANY OF ITS SUBSIDIARIES
IN THE ORDINARY COURSE OF BUSINESS AND NOT INTERFERING IN ANY RESPECT WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF COMPANY OR SUCH SUBSIDIARY;
(L)
LIENS DESCRIBED IN SCHEDULE 6.2 OF THE DISCLOSURE LETTER (OR
OTHER NON-MATERIAL LIENS OF COMPANY AND ITS SUBSIDIARIES EXISTING ON THE CLOSING
DATE AND NOT DESCRIBED IN THE DISCLOSURE LETTER IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED AT ANY TIME $2.0 MILLION) OR ON A TITLE REPORT IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO COLLATERAL AGENT AND DELIVERED PURSUANT TO
SECTION 3.1(E)(III) OR SECTION 5.10 AND ANY RENEWALS OR EXTENSIONS THEREOF,
PROVIDED THAT THE PROPERTY COVERED THEREBY IS NOT INCREASED AND ANY RENEWAL OR
EXTENSION OF THE OBLIGATIONS SECURED OR BENEFITED THEREBY CONSTITUTES A
PERMITTED REFINANCING;
(M)
LIENS SECURING INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.1(I) OR
6.1(J); PROVIDED, ANY SUCH LIEN SHALL ENCUMBER ONLY THE ASSET ACQUIRED WITH THE
PROCEEDS OF SUCH INDEBTEDNESS AND ANY ACCESSIONS, ADDITIONS, PARTS,
REPLACEMENTS, FIXTURES, IMPROVEMENTS AND ATTACHMENTS THERETO, AND THE PROCEEDS
THEREOF AND CUSTOMARY CASH SECURITY DEPOSITS;
(N)
LIENS SECURING INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.1(K);
PROVIDED, ANY SUCH LIEN SHALL ENCUMBER ONLY THE CORPORATE HEAD OFFICE CAMPUS AND
SUCH OTHER PROPERTY RELATING TO THE CORPORATE HEAD OFFICE CAMPUS AS IS NORMALLY
DESCRIBED IN A MORTGAGE OR DEED OF TRUST AND, IN CONNECTION WITH THE INCURRENCE
OF SUCH INDEBTEDNESS, COLLATERAL AGENT SHALL (UPON THE REQUEST OF COMPANY)
RELEASE ITS LIENS ENCUMBERING THE CORPORATE HEAD OFFICE CAMPUS;
(O)
LIENS ENCUMBERING ASSETS OF FOREIGN SUBSIDIARIES SECURING
INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.1(L) OR OTHER OBLIGATIONS NOT
PROHIBITED HEREBY IN AN AGGREGATE AMOUNT NOT TO