Common use of Purchase-Money Security Interests and Equipment Leases Clause in Contracts

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, (b) lease Tangible Personal Property from equipment lessors as long as: (i) the aggregate value of such Tangible Personal Property shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000) or (ii) (A) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, Lessor, pursuant to which, without limiting the foregoing, (1) Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and (2) Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, (B) all of the terms, conditions and provisions of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-collateralized with any other obligation. Security interests granted by Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, but subject to Section 11.3.2, the Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, (b) Property or lease Tangible Personal Property from equipment lessors without the consent of the Lessor as long as: (i) as the aggregate value total amount of such Tangible Personal Property shall the obligations of the Lessee outstanding in connection therewith do not exceed TWO ONE HUNDRED THOUSAND DOLLARS ($200,000100,000) or in the aggregate and the Lessee may grant purchase money security interests in Tangible Personal Property and lease Tangible Personal Property from equipment lessors in excess of such limit, as long as, in each instance, (ii) (Ai) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, the Lessor, pursuant to which, without limiting the foregoing, (1x) the Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of the Lessee and (2y) the Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, (Bii) all of the terms, conditions and provisions of the financing, purchase money security interest agreements or lease equipment leases evidencing the financing arrangement are reasonably acceptable to the Lessor, (Ciii) promptly after the execution thereof, the Lessee provides a to the Lessor true and complete copycopies, as executed, of each all such purchase money security agreement, financing document agreements and equipment lease leases (and all amendments thereto thereto) and (Div) no such purchase money security interest, financing agreement interest or equipment lease is shall be cross-defaulted or cross-collateralized with any other obligation. Security interests granted by the Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted APermitted Prior Security Interests".Interests.@

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, but subject to Section 11.3.8, the Lessee may (aA) grant priority purchase money security interests in items of Tangible Personal Property, Property and (bB) lease Tangible Personal Property from equipment lessors lessors, as long as: (i) as in each instance where the aggregate value amount of such Tangible Personal Property shall not purchase money security interests and equipment leases will exceed TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000200,000.00): (I) all of the terms, conditions and provisions of the purchase money security agreements or equipment leases evidencing the financing arrangement are reasonably acceptable to the Lessor; (iiII) promptly after the execution thereof, the Lessee provides to the Lessor true and complete copies, as executed, of all such purchase money security agreements and equipment leases (Aand all amendments thereto); (III) no such purchase money security interest or equipment lease shall be cross-defaulted or cross-collateralized with any other obligation other than a purchase money security interest or equipment lease entered into by the Lessee involving Tangible Personal Property and the same secured party or equipment lessor, as applicable; (IV) the secured party or equipment lessor enters lessors enter into an intercreditor agreement with, and satisfactory to, the Lessor, pursuant to which, without limiting the foregoing, : (1X) the Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and the Lessee; (2Y) the Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, ; and (BZ) all the secured party or equipment lessor is not a member of the terms, conditions and provisions Leasing Group or an Affiliate of any member of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-collateralized with any other obligationLeasing Group. Security interests granted by the Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, but subject to Section 11.3.2, the Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, (b) Property or lease Tangible Personal Property from equipment lessors without the consent of the Lessor as long as: (i) as the aggregate value total amount of such Tangible Personal Property shall the obligations of the Lessee outstanding in connection therewith do not exceed TWO ONE HUNDRED THOUSAND DOLLARS ($200,000100,000) or in the aggregate and the Lessee may grant purchase money security interests in Tangible Personal Property and lease Tangible Personal Property from equipment lessors in excess of such limit, as long as, in each instance, (ii) (Ai) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, the Lessor, pursuant to which, without limiting the foregoing, (1x) the Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of the Lessee and (2y) the Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, (Bii) all of the terms, conditions and provisions of the financing, purchase money security interest agreements or lease equipment leases evidencing the financing arrangement are reasonably acceptable to the Lessor, (Ciii) promptly after the execution thereof, the Lessee provides a to the Lessor true and complete copycopies, as executed, of each all such purchase money security agreement, financing document agreements and equipment lease leases (and all amendments thereto thereto) and (Div) no such purchase money security interest, financing agreement interest or equipment lease is shall be cross-defaulted or cross-collateralized with any other obligation. Security interests granted by the Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests.".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, but subject to Section 11.3.8, the Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, Property and (b) lease Tangible Personal Property from equipment lessors lessors, as long as: (i) as in each instance where the aggregate value amount of such Tangible Personal Property shall not purchase money security interests and equipment leases will exceed TWO HUNDRED THOUSAND and NO/100 DOLLARS ($200,000200,000.00): (i) all of the terms, conditions and provisions of the purchase money security agreements or equipment. leases evidencing the financing arrangement are reasonably acceptable to the Lessor; (ii) promptly after the execution thereof, the Lessee provides to the Lessor true and complete copies, as executed, of all such purchase money security agreements and equipment leases (Aand all amendments thereto); (iii) no such purchase money security interest or equipment lease shall be cross-defaulted or cross-collateralized with any other obligation other than a purchase money security interest or equipment lease entered into by the Lessee involving Tangible Personal Property and the same secured party or equipment lessor, as applicable; (iv) the secured party or equipment lessor enters lessors enter into an intercreditor agreement with, and satisfactory to, the Lessor, pursuant to which, without limiting the foregoing, : (1x) the Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and the Lessee; (2y) the Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, ; and (Bz) all the secured party or equipment lessor is not a member of the terms, conditions and provisions Leasing Group or an Affiliate of any member of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-collateralized with any other obligationLeasing Group. Security interests granted by the Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, (b) lease Tangible Personal Property from equipment lessors as long as: (i) the aggregate value of such Tangible Personal Property shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000) or (ii) (A) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, Lessor, pursuant to which, without limiting the foregoing, (1) Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and (2) Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, (B) all of the terms, conditions and provisions of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease 28 and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-cross- collateralized with any other obligation. Security interests granted by Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, but subject to Section 11.3.4, Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, Property and (b) lease Tangible Personal Property from equipment lessors for the exclusive use of the Facility, as long asas in each instance: (i) the aggregate value of such Tangible Personal Property shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000) or (ii) (A) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, Lessor, pursuant to which, without limiting the foregoing, (1x) Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and (2y) Lessor's security interest in Tangible Personal Property Property, shall be subordinated to the security interest granted to such secured party, party (Bii) all of the terms, conditions and provisions of the financing, security interest or lease are reasonably acceptable to Lessor, (Ciii) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (Div) no such security interest, financing agreement or lease is cross-defaulted or cross-collateralized with any other obligation. Notwithstanding the foregoing, Lessee may lease, or grant purchase money security interests in, new items of Tangible Personal Property having an aggregate cost during the Term in an amount not to exceed TWO HUNDRED THOUSAND DOLLARS ($200,000) without complying with the foregoing requirements, provided that Lessee shall provide Lessor with a true and complete copy, as executed, of each purchase money security agreement, related financing document and equipment lease, and all amendments thereto. Security interests granted by Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, but subject to Section 11.3.8, the Lessee may (aA) grant priority purchase money security interests in items of Tangible Personal Property, Property and (bB) lease Tangible Personal Property from equipment lessors lessors, as long as: (i) as in each instance where the aggregate value amount of such Tangible Personal Property shall not purchase money security interests and equipment leases will exceed TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000200,000.00): (I) all of the terms, conditions and provisions of the purchase money security agreements or equipment leases evidencing the financing arrangement are reasonably acceptable to the Lessor; (iiII) promptly after the execution thereof, the Lessee provides to the Lessor true and complete copies, as executed, of all such purchase money security agreements and equipment leases (Aand all amendments thereto); (III) no such purchase money security interest or equipment lease shall be cross-defaulted or cross-collateralized with any other obligation other than a purchase money security interest or equipment lease entered into by the Lessee involving Tangible Personal Property and the same secured party or equipment lessor, as applicable; (IV) the secured party or equipment lessor enters lessors enter into an intercreditor agreement with, and satisfactory to, the Lessor, pursuant to which, without limiting the foregoing, : (1X) the Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and the Lessee; (2Y) the Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, ; and (BZ) all the secured party or equipment lessor is not a member of the terms, conditions and provisions Leasing Group or an Affiliate of any member of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-collateralized with any other obligationLeasing Group. Security interests granted by Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".interests

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the 29 creation of Liens, Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, (b) lease Tangible Personal Property from equipment lessors as long as: (i) the aggregate value of such Tangible Personal Property shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000) or (ii) (A) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, Lessor, pursuant to which, without limiting the foregoing, (1) Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and (2) Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, (B) all of the terms, conditions and provisions of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-cross- collateralized with any other obligation. Security interests granted by Lessee in full compliance with the provisions of this Section 6.1.2 are referred to as "Permitted Prior Security Interests".

Purchase-Money Security Interests and Equipment Leases. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee may (a) grant priority purchase money security interests in items of Tangible Personal Property, (b) lease Tangible Personal Property from equipment lessors as long as: (i) the aggregate value of such Tangible Personal Property shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000) or (ii) (A) the secured party or equipment lessor enters into an intercreditor agreement with, and satisfactory to, Lessor, pursuant to which, without limiting the foregoing, (1) Lessor shall be afforded the option of curing defaults and the option of succeeding to the rights of Lessee and (2) Lessor's security interest in Tangible Personal Property shall be subordinated to the security interest granted to such secured party, (B) all of the terms, conditions and provisions of the financing, security interest or lease are reasonably acceptable to Lessor, (C) Lessee provides a true and complete copy, as executed, of each such purchase money security agreement, financing document and equipment lease and all amendments thereto and (D) no such security interest, financing agreement or lease is cross-defaulted or cross-cross collateralized with any other obligation. Security interests granted by Lessee in full compliance with the provisions of this Section 6.1.2 6.12 are referred to as "Permitted Prior Security Interests".