OF CONSTRUCTION
OR IMPROVEMENT) OR THE REFINANCING THEREOF BY THE COMPANY OR SUCH SUBSIDIARY,
(Y) THE AMOUNT OF THE INDEBTEDNESS SECURED BY SUCH LIEN SHALL NOT EXCEED 100% OF
THE COST TO THE COMPANY OR SUCH SUBSIDIARY OF ACQUIRING, CONSTRUCTING OR
IMPROVING THE PROPERTY AND ANY OTHER ASSETS THEN BEING FINANCED SOLELY BY THE
SAME FINANCING SOURCE, AND (Z) ANY SUCH LIEN SHALL NOT ENCUMBER ANY OTHER
PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES EXCEPT ASSETS THEN BEING
FINANCED SOLELY BY THE SAME FINANCING SOURCE AND PROCEEDS THEREOF;
(VIII)
CUSTOMARY RIGHTS OF SET-OFF, REVOCATION, REFUND OR CHARGEBACK
UNDER DEPOSIT AGREEMENTS OR UNDER THE UNIFORM COMMERCIAL CODE OF BANKS OR OTHER
FINANCIAL INSTITUTIONS WHERE THE PARENT OR ANY OF ITS SUBSIDIARIES MAINTAINS
DEPOSITS (OTHER THAN DEPOSITS INTENDED AS CASH COLLATERAL) IN THE ORDINARY
COURSE OF BUSINESS;
(IX)
LIENS THAT ARISE IN FAVOR OF BANKS UNDER ARTICLE 4 OF THE UNIFORM
COMMERCIAL CODE ON ITEMS IN COLLECTION AND THE DOCUMENTS RELATING THERETO AND
PROCEEDS THEREOF;
(X)
LIENS ARISING FROM THE FILING (FOR NOTICE PURPOSES ONLY) OF UCC-1
FINANCING STATEMENTS (OR EQUIVALENT FILINGS, REGISTRATIONS OR AGREEMENTS IN
FOREIGN JURISDICTIONS) IN RESPECT OF TRUE LEASES OTHERWISE PERMITTED HEREUNDER;
(XI)
WITH RESPECT TO ANY REALTY OCCUPIED BY THE PARENT OR ANY OF ITS
SUBSIDIARIES, (A) ALL EASEMENTS, RIGHTS OF WAY, RESERVATIONS, LICENSES,
ENCROACHMENTS, VARIATIONS AND SIMILAR RESTRICTIONS, CHARGES AND ENCUMBRANCES ON
TITLE THAT DO NOT SECURE MONETARY OBLIGATIONS AND DO NOT MATERIALLY IMPAIR THE
USE OF SUCH PROPERTY FOR ITS INTENDED PURPOSES OR THE VALUE THEREOF, AND (B) ANY
OTHER LIEN OR EXCEPTION TO COVERAGE
105
DESCRIBED IN MORTGAGEE POLICIES OF TITLE INSURANCE ISSUED IN FAVOR OF AND
ACCEPTED BY THE ADMINISTRATIVE AGENT;
(XII)
ANY LEASES, SUBLEASES, LICENSES OR SUBLICENSES GRANTED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES TO THIRD PARTIES IN THE ORDINARY COURSE OF
BUSINESS AND NOT INTERFERING IN ANY MATERIAL RESPECT WITH THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES, AND ANY INTEREST OR TITLE OF A LESSOR, SUBLESSOR,
LICENSOR OR SUBLICENSOR UNDER ANY LEASE OR LICENSE PERMITTED UNDER THIS
AGREEMENT;
(XIII)
LIENS ON THE ASSETS OF FOREIGN SUBSIDIARIES, SECURING
INDEBTEDNESS OF SUCH FOREIGN SUBSIDIARIES PERMITTED UNDER SECTION 8.2(XI); AND
(XIV)
OTHER LIENS SECURING OBLIGATIONS NOT EXCEEDING $1,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME.
8.4
ASSET DISPOSITIONS.
EACH OF THE PARENT AND THE BORROWERS WILL
NOT, AND WILL NOT PERMIT OR CAUSE ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, MAKE OR AGREE TO MAKE ANY ASSET DISPOSITION EXCEPT FOR:
(I)
THE SALE OR OTHER DISPOSITION OF INVENTORY AND CASH EQUIVALENTS
IN THE ORDINARY COURSE OF BUSINESS, AND THE TERMINATION OR UNWINDING OF HEDGE
AGREEMENTS PERMITTED HEREUNDER;
(II)
THE SALE, EXCHANGE OR OTHER DISPOSITION IN THE ORDINARY COURSE OF
BUSINESS OF EQUIPMENT OR OTHER CAPITAL ASSETS NO LONGER USED OR USEFUL IN THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES;
(III)
THE SALE OR OTHER DISPOSITION OF ASSETS PURSUANT TO ANY CASUALTY
EVENT, PROVIDED ANY NET CASH PROCEEDS THEREFROM ARE BE REINVESTED OR APPLIED TO
THE