INDEMNIFICATION, ADJUSTMENT OF PURCHASE PRICE, EARNEST MONEY OR SIMILAR
OBLIGATIONS IN CONNECTION WITH ACQUISITIONS OR DISPOSITIONS OTHERWISE PERMITTED
BY THIS AGREEMENT;
(O)
INDEBTEDNESS WITH RESPECT TO CASH DEPOSITED BY CUSTOMERS TO OBTAIN
THE RIGHT TO DELIVERY OF FUTURE GOODS OR SERVICES; AND
(P)
OTHER UNSECURED INDEBTEDNESS NOT INCLUDED IN (A) THROUGH (N) ABOVE
AND NOT EXCEEDING, IN THE AGGREGATE AT ANY ONE TIME $2,750,000; PROVIDED THAT
ALL SUCH INDEBTEDNESS SHALL BE SUBORDINATED IN RIGHT OF PAYMENT TO THE PAYMENT
IN FULL OF THE OBLIGATIONS ON TERMS AND SUBJECT TO DOCUMENTATION REASONABLY
SATISFACTORY TO REQUISITE LENDERS.
7.2
LIENS.
Incur, assume or suffer to exist, any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for the following
("Permitted Liens"):
(A)
LIENS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.1 AND
ANY RENEWALS OR EXTENSIONS THEREOF; PROVIDED THAT THE PROPERTY COVERED THEREBY
IS NOT INCREASED AND ANY RENEWAL OR EXTENSION OF THE OBLIGATIONS SECURED OR
BENEFITED THEREBY IS PERMITTED BY SECTION 7.1(B);
65
(B)
LIENS PURSUANT TO ANY LOAN DOCUMENT AND, SUBJECT TO THE
INTERCREDITOR AGREEMENT, THE FIRST LIEN LOAN DOCUMENTS;
(C)
LIENS ON THE PROPERTY OR ASSETS OF ANY PERSON WHICH BECOMES A
SUBSIDIARY OF BORROWER AFTER THE DATE OF THIS AGREEMENT OR ACQUIRED AFTER THE
DATE OF THIS AGREEMENT; PROVIDED THAT (I) SUCH LIENS EXIST AT THE TIME SUCH
PERSON BECAME A SUBSIDIARY OR THE ASSETS WERE ACQUIRED, (II) SUCH LIENS WERE NOT
CREATED IN CONTEMPLATION OF THE ACQUISITION OF SUCH PERSON OR ASSETS AND
(III) SUCH LIENS DO NOT AT ANY TIME APPLY TO ANY OTHER ASSETS OR PROPERTIES OF
THE BORROWER;
(D)
RIGHTS OF VENDORS OR LESSORS UNDER CONDITIONAL SALE AGREEMENTS,
CAPITAL LEASES OR OTHER AGREEMENTS RELATING TO INDEBTEDNESS DESCRIBED IN
SECTION 7.1(C) OR OTHER TITLE RETENTION AGREEMENTS; PROVIDED THAT IN EACH CASE,
(I) SUCH RIGHTS SECURE OR OTHERWISE RELATE TO PERMITTED INDEBTEDNESS, (II) SUCH
RIGHTS DO NOT EXTEND TO ANY PROPERTY OTHER THAN PROPERTY ACQUIRED WITH THE
PROCEEDS OF SUCH PERMITTED INDEBTEDNESS (TOGETHER WITH ACCESSIONS, ADDITIONS,
REPLACEMENTS AND PROCEEDS THEREOF), AND (III) SUCH RIGHTS DO NOT SECURE ANY
INDEBTEDNESS OTHER THAN PERMITTED INDEBTEDNESS;
(E)
LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION
WITH LEASES, SUBLEASES, LICENSES AND SUBLICENSES GRANTED TO PERSONS NOT
INTERFERING IN ANY MATERIAL RESPECT WITH THE BUSINESS OF BORROWER AND ITS
SUBSIDIARIES AND ANY INTEREST OR TITLE OF A LESSEE OR LICENSEE UNDER ANY SUCH
LEASES, SUBLEASES, LICENSES OR SUBLICENSES;
(F)
LIENS ARISING IN CONNECTION WITH JUDGMENTS NOT CONSTITUTING AN
EVENT OF DEFAULT PURSUANT TO SECTION 8.1(I);
(G)
[INTENTIONALLY OMITTED];
(H)
LIENS REQUIRED IN CONNECTION WITH THE CORPORATE CREDIT CARD
PROGRAM OF BORROWER AND ITS SUBSIDIARIES, PROVIDED THAT ANY COLLATERAL SECURING
SUCH LIENS SHALL NOT EXCEED $330,000 AT ANY TIME;
(I)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD
FAITH AND BY APPROPRIATE PROCEEDINGS, IF ADEQUATE RESERVES WITH RESPECT THERETO
ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON IN ACCORDANCE WITH GAAP;
(J)
CARRIERS', WAREHOUSEMEN'S, MECHANICS',