THE
EXERCISE OF THE OPTION TO ACQUIRE
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the Green Shingle Property or any other Acquisition made in connection with the
SDI Facility, the PIDI Facility or any New Venture, no greater than the
cumulative maximum aggregate amount of Fifty Million Dollars ($50,000,000.00)
through Credit Facility Termination, so long as:
(I)
IN EACH INSTANCE THE NEW VENTURE OR
ASSETS ACQUIRED BY SUCH NEW VENTURE INVESTMENT IS CONCURRENTLY PLEDGED AS
ADDITIONAL COLLATERAL SECURING THE BANK FACILITIES;
(II)
EACH OF THE NEW ACQUISITION CERTIFICATIONS
ARE MADE AND DELIVERED BY BORROWERS WITH RESPECT TO ANY REAL PROPERTY TO BE
ADDED AS COLLATERAL; AND
(III)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND REMAINS CONTINUING;
K.
LOANS TO SCIOTO MADE PRIOR TO THE
SCIOTO MERGER EFFECTIVE DATE FOR WORKING CAPITAL AND CAPITAL EXPENDITURE
PURPOSES UP TO THE MAXIMUM AGGREGATE AMOUNT OF ONE MILLION DOLLARS
($1,000,000.00); AND
L.
THE GREEN SHINGLE LOAN UP TO THE
MAXIMUM AMOUNT OF TWO MILLION SIX HUNDRED THOUSAND DOLLARS ($2,600,000.00),
SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF SECTION 3.21(C).
SECTION 6.09.
TOTAL LIENS.
THE BORROWER
CONSOLIDATION SHALL NOT DIRECTLY OR INDIRECTLY, CREATE, INCUR, ASSUME OR PERMIT
TO EXIST 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;
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)
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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