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;
96
(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 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;
(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 PREPAYMENT OF THE LOANS IN ACCORDANCE WITH THE
PROVISIONS OF