ANY LIEN ON OR
WITH RESPECT TO ANY OF THE COLLATERAL, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
OR ANY INCOME OR PROFITS THEREFROM, OR FILE OR PERMIT THE FILING OF, OR PERMIT
TO REMAIN IN EFFECT, ANY FINANCING STATEMENT OR OTHER SIMILAR NOTICE OF ANY LIEN
WITH RESPECT TO ANY OF THE COLLATERAL UNDER THE UNIFORM COMMERCIAL CODE OF ANY
STATE OR UNDER ANY SIMILAR RECORDING OR NOTICE STATUTE, EXCEPT:
A.
PERMITTED ENCUMBRANCES;
B.
LIENS GRANTED OR PERMITTED PURSUANT TO THE SECURITY
DOCUMENTATION;
103
C.
LIENS ON THE FF&E AND OTHER GOODS SECURING INDEBTEDNESS TO
FINANCE THE PURCHASE PRICE THEREOF; PROVIDED THAT (I) SUCH LIENS SHALL EXTEND
ONLY TO THE EQUIPMENT AND OTHER GOODS SO FINANCED AND THE PROCEEDS THEREOF,
(II) SUCH LIENS SHALL NOT SECURE INDEBTEDNESS IN EXCESS OF THIRTY-FIVE MILLION
DOLLARS ($35,000,000.00) IN THE AGGREGATE AT ANY TIME, AND (III) AGENT BANK,
UPON THE WRITTEN REQUEST OF AN AUTHORIZED OFFICER, SHALL CONFIRM THE PRIORITY OF
SUCH LIENS AS PARAMOUNT TO THE SECURITY DOCUMENTATION TO THE EXTENT SUCH LIENS
ARE PERMITTED UNDER THIS SECTION 6.9(C); AND
D.
LIENS CREATING A SECURITY INTEREST IN THE PROCEEDS OF THE
INSURANCE POLICY OR POLICIES THE PREMIUMS FOR WHICH ARE FINANCED AS PERMITTED
UNDER SECTION 6.04(G).
SECTION 6.10.
NO CHANGE OF CONTROL.
UNTIL THE OCCURRENCE OF CREDIT
FACILITY TERMINATION, NO CHANGE OF CONTROL SHALL OCCUR.
SECTION 6.11.
SALE OF ASSETS, CONSOLIDATION, MERGER, OR LIQUIDATION.
OTHER THAN AS APPROVED IN WRITING BY REQUISITE LENDERS, NO MEMBER OF THE
BORROWER CONSOLIDATION SHALL WIND UP, LIQUIDATE OR DISSOLVE ITS AFFAIRS OR ENTER
INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION (EXCEPT A MERGER OR
CONSOLIDATION WITH ANOTHER ENTITY WITHIN THE BORROWER CONSOLIDATION), OR CONVEY,
SELL, LEASE OR OTHERWISE DISPOSE OF (OR MAKE AN AGREEMENT TO DO ANY OF THE
FOREGOING AT ANY TIME PRIOR TO CREDIT FACILITY TERMINATION) ALL OR ANY MATERIAL
PART OF ITS RESPECTIVE PROPERTY OR ASSETS (EXCEPT TO ANOTHER ENTITY WITHIN THE
BORROWER CONSOLIDATION), EXCEPT THAT THE FOLLOWING SHALL BE PERMITTED:
A.
THE BORROWERS MAY MAKE SALES OF INVENTORY AND OTHER ASSETS IN THE
ORDINARY COURSE OF BUSINESS;
B.
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
REMAINS CONTINUING THE BORROWERS MAY, IN THE ORDINARY COURSE OF BUSINESS AND
SUBJECT TO THE PROVISIONS OF SUBSECTION (C) HEREINBELOW, SELL FF&E AND OTHER
ITEMS OF COLLATERAL THAT ARE, IN BORROWERS' PRUDENT BUSINESS JUDGMENT, OBSOLETE
OR NO LONGER NECESSARY FOR THE BORROWER CONSOLIDATION'S BUSINESS OBJECTIVES;
C.
IF THE BORROWER CONSOLIDATION SHOULD SELL, TRANSFER, CONVEY OR
OTHERWISE DISPOSE ("DISPOSITION") OF ANY FF&E OR OTHER ITEMS OF COLLATERAL AND,
IN THE CASE OF FF&E AND OTHER ITEMS OF COLLATERAL WHICH HAVE BEEN DESIGNATED AT
THE TIME OF SUCH DISPOSITION BY WRITTEN NOTICE TO AGENT BANK FOR REPLACEMENT
(THE "DESIGNATED REPLACEMENT ASSETS"), NOT REPLACE SUCH DESIGNATED REPLACEMENT
ASSETS WITH PURCHASED ITEMS OF EQUIVALENT VALUE AND UTILITY OR WITH LEASED FF&E
OR OTHER ITEMS OF COLLATERAL OF EQUIVALENT VALUE AND UTILITY WITHIN THE
PERMISSIBLE LEASING AND PURCHASE AGREEMENT LIMITATION SET FORTH IN
SECTION 6.04(D) HEREIN,