TENANT (INCLUDING PAYMENTS IN THE
ORDINARY COURSE OF BUSINESS) OR SET APART ANY SUM OR PROPERTY THEREFOR, OR AGREE
TO DO SO, IF, AT THE TIME OF SUCH PROPOSED ACTION, OR IMMEDIATELY AFTER GIVING
EFFECT THERETO, ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
OTHERWISE, AS LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
TENANT MAY MAKE DISTRIBUTIONS AND PAYMENTS TO AFFILIATED PERSONS; PROVIDED,
HOWEVER, THAT ANY SUCH PAYMENTS SHALL AT ALL TIMES BE SUBORDINATE TO TENANT'S
OBLIGATIONS UNDER THIS AGREEMENT.
21.7
PROHIBITED TRANSACTIONS.
TENANT SHALL NOT PERMIT TO EXIST OR ENTER
INTO ANY AGREEMENT OR ARRANGEMENT WHEREBY IT ENGAGES IN A TRANSACTION OF ANY
KIND WITH ANY AFFILIATED PERSON AS TO TENANT OR ANY GUARANTOR, EXCEPT ON TERMS
AND CONDITIONS WHICH ARE COMMERCIALLY REASONABLE.
21.8
LIENS AND ENCUMBRANCES.
EXCEPT AS PERMITTED BY SECTION 7.1 AND
SECTION 21.5, TENANT SHALL NOT CREATE OR INCUR OR SUFFER TO BE CREATED OR
INCURRED OR TO EXIST ANY LIEN ON THIS AGREEMENT OR ANY OF TENANT'S ASSETS,
PROPERTIES, RIGHTS OR INCOME, OR ANY OF ITS INTEREST THEREIN, NOW OR AT ANY TIME
HEREAFTER OWNED, OTHER THAN:
(A)
SECURITY INTERESTS SECURING THE PURCHASE PRICE OF EQUIPMENT OR
PERSONAL PROPERTY WHETHER ACQUIRED BEFORE OR AFTER THE COMMENCEMENT DATE;
PROVIDED, HOWEVER, THAT (I) SUCH LIEN SHALL AT ALL TIMES BE CONFINED SOLELY TO
THE ASSET IN QUESTION AND (II) THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS
SECURED BY ANY SUCH LIEN SHALL NOT EXCEED THE COST OF ACQUISITION OR
CONSTRUCTION OF THE PROPERTY SUBJECT THERETO;
(B)
PERMITTED ENCUMBRANCES;
(C)
SECURITY INTERESTS IN ACCOUNTS OR CHATTEL PAPER, IN SUPPORT
OBLIGATIONS, GENERAL INTANGIBLES OR DEPOSIT ACCOUNTS RELATING TO SUCH ACCOUNTS
OR CHATTEL PAPER, IN ANY INSTRUMENTS OR INVESTMENT PROPERTY EVIDENCING OR
ARISING FROM SUCH ACCOUNTS OR CHATTEL PAPER, IN ANY DOCUMENTS, BOOKS, RECORDS OR
OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, COMPUTER PROGRAMS, TAPES,
DISCS, PUNCH CARDS, DATA PROCESSING SOFTWARE AND RELATED PROPERTY AND RIGHTS)
MAINTAINED WITH RESPECT TO ANY PROPERTY DESCRIBED IN THIS SECTION 21.8(C) OR IN
ANY PROCEEDS OF ANY OF THE FOREGOING (CAPITALIZED TERMS USED IN THIS SECTION
21.8(C) WITHOUT DEFINITION BEING USED AS DEFINED IN OR FOR PURPOSES OF
63
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE COMMONWEALTH OF
MASSACHUSETTS); AND
(D)
AS PERMITTED PURSUANT TO SECTION 21.5.
21.9
MERGER; SALE OF ASSETS; ETC.
WITHOUT LANDLORD'S PRIOR WRITTEN
CONSENT (WHICH CONSENT MAY BE GIVEN OR WITHHELD IN LANDLORD'S SOLE DISCRETION),
NEITHER ENTITY COMPRISING TENANT SHALL (I) SELL, LEASE (AS LESSOR OR SUBLESSOR),
TRANSFER OR OTHERWISE DISPOSE OF, OR ABANDON, ALL OR ANY MATERIAL PORTION OF ITS
ASSETS (INCLUDING CAPITAL STOCK OR OTHER EQUITY INTERESTS) OR BUSINESS TO ANY
PERSON, (II) MERGE INTO OR WITH OR CONSOLIDATE WITH ANY OTHER ENTITY, OR (III)
SELL, LEASE (AS LESSOR OR SUBLESSOR), TRANSFER OR OTHERWISE DISPOSE OF, OR
ABANDON, ANY PERSONAL PROPERTY OR FIXTURES OR ANY REAL PROPERTY; PROVIDED,
HOWEVER, THAT, NOTWITHSTANDING THE PROVISIONS OF CLAUSE (III) PRECEDING, TENANT
MAY DISPOSE OF EQUIPMENT OR FIXTURES WHICH HAVE BECOME INADEQUATE,