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 THE LIMITATIONS SET FORTH IN SECTION 6.05(E) IN
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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
6.10(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 6.05(I).
SECTION 6.11.
NO CHANGE OF CONTROL.
UNTIL THE
OCCURRENCE OF BANK FACILITIES TERMINATION, NO CHANGE OF CONTROL SHALL OCCUR.
SECTION 6.12.
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 BANK FACILITIES 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 PERSONAL PROPERTY
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 PERSONAL PROPERTY COLLATERAL AND, IN THE CASE OF FF&E AND OTHER ITEMS
OF PERSONAL PROPERTY 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,
TO THE EXTENT THE SUM OF: (I) THE NET PROCEEDS FROM THE DISPOSITION OF FF&E AND
OTHER ITEMS OF PERSONAL PROPERTY COLLATERAL WHICH ARE NOT DESIGNATED REPLACEMENT
ASSETS, PLUS (II) THE NET PROCEEDS FROM THE DISPOSITION OF DESIGNATED
REPLACEMENT ASSETS WHICH ARE NOT USED TO REPLACE SUCH DESIGNATED REPLACEMENT
ASSETS DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD FOLLOWING THE DATE OF
SUCH DISPOSITION, WHICH TWELVE (12) MONTH PERIOD ENDS DURING THE FISCAL YEAR
UNDER REVIEW, PLUS (III) CASH
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PAYMENTS RECEIVED FOR PRINCIPAL