PURPOSES AND
NOT FOR SPECULATION;
(F)
DEBT DESCRIBED ON SCHEDULE 11.1 AND ANY EXTENSION, RENEWAL OR
REFINANCING THEREOF SO LONG AS THE PRINCIPAL AMOUNT THEREOF IS NOT INCREASED;
(G)
THE DEBT TO BE REPAID (SO LONG AS SUCH DEBT IS REPAID ON THE
CLOSING DATE WITH THE PROCEEDS OF THE INITIAL LOANS HEREUNDER);
(H)
CONTINGENT LIABILITIES ARISING WITH RESPECT TO CUSTOMARY
INDEMNIFICATION OBLIGATIONS IN FAVOR PURCHASERS IN CONNECTION WITH DISPOSITIONS
PERMITTED UNDER SECTION 11.5;
(I)
PARENT REVOLVING DEBT IN AN AGGREGATE OUTSTANDING AMOUNT NOT AT
ANY TIME EXCEEDING $30,000,000; AND
(J)
OTHER UNSECURED SUBORDINATED DEBT, IN ADDITION TO THE DEBT LISTED
ABOVE, IN AN AGGREGATE OUTSTANDING AMOUNT NOT AT ANY TIME EXCEEDING $10,000,000.
56
11.2
LIENS. NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO, CREATE OR
PERMIT TO EXIST ANY LIEN ON ANY OF ITS REAL OR PERSONAL PROPERTIES, ASSETS OR
RIGHTS OF WHATSOEVER NATURE (WHETHER NOW OWNED OR HEREAFTER ACQUIRED), EXCEPT:
(A)
LIENS FOR TAXES OR OTHER GOVERNMENTAL CHARGES NOT AT THE TIME
DELINQUENT OR THEREAFTER PAYABLE WITHOUT PENALTY OR BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND, IN EACH CASE, FOR WHICH IT MAINTAINS
ADEQUATE RESERVES;
(B)
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS (SUCH AS (I)
LIENS OF LANDLORDS, CARRIERS, WAREHOUSEMEN, MECHANICS AND MATERIALMEN AND OTHER
SIMILAR LIENS IMPOSED BY LAW AND (II) LIENS IN THE FORM OF DEPOSITS OR PLEDGES
INCURRED IN CONNECTION WITH WORKER'S COMPENSATION, UNEMPLOYMENT COMPENSATION AND
OTHER TYPES OF SOCIAL SECURITY (EXCLUDING LIENS ARISING UNDER ERISA) OR IN
CONNECTION WITH SURETY BONDS, BIDS, PERFORMANCE BONDS AND SIMILAR OBLIGATIONS)
FOR SUMS NOT OVERDUE OR BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND NOT INVOLVING ANY ADVANCES OR BORROWED MONEY OR THE DEFERRED PURCHASE PRICE
OF PROPERTY OR SERVICES AND, IN EACH CASE, FOR WHICH IT MAINTAINS ADEQUATE
RESERVES;
(C)
LIENS DESCRIBED ON SCHEDULE 11.2 AS OF THE CLOSING DATE;
(D)
SUBJECT TO THE LIMITATION SET FORTH IN SECTION 11.1(B), (I) LIENS
ARISING IN CONNECTION WITH CAPITAL LEASES (AND ATTACHING ONLY TO THE PROPERTY
BEING LEASED), (II) LIENS EXISTING ON PROPERTY AT THE TIME OF THE ACQUISITION
THEREOF BY ANY LOAN PARTY (AND NOT CREATED IN CONTEMPLATION OF SUCH ACQUISITION)
AND (III) LIENS THAT CONSTITUTE PURCHASE MONEY SECURITY INTERESTS ON ANY
PROPERTY SECURING DEBT INCURRED FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF
THE COST OF ACQUIRING SUCH PROPERTY, PROVIDED THAT ANY SUCH LIEN ATTACHES TO
SUCH PROPERTY WITHIN 20 DAYS OF THE ACQUISITION THEREOF AND ATTACHES SOLELY TO
THE PROPERTY SO ACQUIRED;
(E)
ATTACHMENTS, APPEAL BONDS, JUDGMENTS AND OTHER SIMILAR LIENS, FOR
SUMS NOT EXCEEDING $1,000,000 ARISING IN CONNECTION WITH COURT PROCEEDINGS,
PROVIDED THE EXECUTION OR OTHER ENFORCEMENT OF SUCH LIENS IS EFFECTIVELY STAYED
AND THE CLAIMS SECURED THEREBY ARE BEING ACTIVELY CONTESTED IN GOOD FAITH AND BY
APPROPRIATE PROCEEDINGS;
(F)
EASEMENTS, RIGHTS OF WAY, RESTRICTIONS, MINOR DEFECTS OR
IRREGULARITIES IN TITLE AND OTHER SIMILAR LIENS NOT INTERFERING IN ANY MATERIAL
RESPECT WITH THE ORDINARY CONDUCT OF THE BUSINESS OF ANY LOAN PARTY;
(G)
LIENS ARISING UNDER