SUCH ARRANGEMENTS;
(XVII)
LIENS (X) INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION
WITH THE PURCHASE OR SHIPPING OF GOODS OR ASSETS (OR THE RELATED ASSETS AND
PROCEEDS THEREOF), WHICH LIENS ARE IN FAVOR OF THE SELLER OR SHIPPER OF SUCH
GOODS OR ASSETS AND ONLY ATTACH TO SUCH GOODS OR ASSETS, AND (Y) 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;
(XVIII)
BANKERS' LIENS, RIGHTS OF SETOFF AND OTHER SIMILAR LIENS EXISTING
SOLELY WITH RESPECT TO CASH AND CASH EQUIVALENTS ON DEPOSIT IN ONE OR MORE
ACCOUNTS MAINTAINED BY THE BORROWER OR ANY SUBSIDIARY, IN EACH CASE GRANTED IN
THE ORDINARY COURSE OF BUSINESS IN FAVOR OF THE BANK OR BANKS WITH WHICH SUCH
ACCOUNTS ARE MAINTAINED, SECURING AMOUNTS OWING TO SUCH BANK OR BANKS WITH
RESPECT TO CASH MANAGEMENT AND OPERATING ACCOUNT ARRANGEMENTS;
(XIX)
LIENS SECURING PERMITTED REFINANCING INDEBTEDNESS PERMITTED
PURSUANT TO SECTION 10.04(XIV) TO THE EXTENT SUCH LIENS COMPLY WITH CLAUSE
(B)(II) OF THE DEFINITION OF PERMITTED REFINANCING INDEBTEDNESS; AND
(XX)
ADDITIONAL LIENS OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER
NOT OTHERWISE PERMITTED BY THIS SECTION 10.01 THAT (X) DO NOT MATERIALLY IMPAIR
THE USE OF SUCH ASSETS IN THE OPERATION OF THE BUSINESS OF THE BORROWER OR SUCH
SUBSIDIARY AND (Y) DO NOT SECURE OBLIGATIONS IN EXCESS OF $2,000,000 IN THE
AGGREGATE FOR ALL SUCH LIENS AT ANY TIME.
In connection with the granting of Liens of the type described in clauses (iii),
(vi), (vii), (ix), (xiv), (xix) and (xx) of this Section 10.01 by the Borrower
of any of its Subsidiaries, the Administrative Agent and the Collateral Agent
shall be authorized to take any actions deemed necessary or appropriate by it in
connection therewith (including, without limitation, by executing appropriate
lien releases or lien subordination agreements in favor of the holder or holders
of such Liens, in either case solely with respect to the item or items of
equipment or other assets subject to such Liens).
10.02.
CONSOLIDATION, MERGER, PURCHASE OR SALE OF ASSETS, ETC.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, WIND UP,
LIQUIDATE OR DISSOLVE ITS AFFAIRS OR MERGE, CONSOLIDATE, CONVEY, SELL, LEASE OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS PROPERTY OR ASSETS, OR ENTER INTO
ANY SALE-LEASEBACK TRANSACTIONS, OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE OR A
SERIES OF RELATED TRANSACTIONS) ANY PART OF THE PROPERTY OR ASSETS (OTHER THAN
PURCHASES OR OTHER ACQUISITIONS OF INVENTORY, MATERIALS, EQUIPMENT AND
INTANGIBLE ASSETS IN THE ORDINARY COURSE OF
77
BUSINESS) OF ANY PERSON (ANY OF THE FOREGOING, A "RESTRICTED TRANSACTION") (OR
AGREE TO DO ANY OF THE FOREGOING AT ANY FUTURE TIME), EXCEPT THAT:
(I)
CAPITAL EXPENDITURES BY THE BORROWER AND ITS SUBSIDIARIES SHALL
BE PERMITTED TO THE EXTENT NOT IN VIOLATION OF SECTION 10.07;
(II)
EACH OF THE BORROWER AND ITS SUBSIDIARIES MAY MAKE SALES OF
INVENTORY IN THE ORDINARY COURSE OF