TO EXCEED $500,000 AT ANY TIME OUTSTANDING THE
PROCEEDS OF WHICH ARE TO BE USED FOR THE BORROWER'S AND ITS SUBSIDIARIES'
GENERAL CORPORATE PURPOSES;
(G)
SUBORDINATED DEBT;
(H)
SUBJECT TO SECTION 6.6, INDEBTEDNESS OWED TO A LOAN PARTY OR ANY
OTHER SUBSIDIARY BY ANOTHER LOAN PARTY OR ANY OTHER SUBSIDIARY;
(I)
OTHER INDEBTEDNESS IN RESPECT OF LETTERS OF CREDIT OR BANK
GUARANTIES ISSUED FOR THE ACCOUNT OF FOREIGN SUBSIDIARIES IN AN AGGREGATE AMOUNT
AVAILABLE TO BE DRAWN NOT TO EXCEED $500,000 AT ANY TIME OUTSTANDING;
(J)
GUARANTY OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS
BY THE PARENT OR ANY OF ITS SUBSIDIARIES OF (I) OBLIGATIONS OF ANY LOAN PARTY OR
(II) ANY INDEBTEDNESS OF THE PARENT OR ANY OF ITS SUBSIDIARIES PERMITTED UNDER
THIS SECTION 6.2 (EXCEPT (X) AS REGARDS INDEBTEDNESS UNDER CLAUSE (C) ABOVE,
ONLY IF AND TO THE EXTENT SUCH INDEBTEDNESS WAS GUARANTEED ON THE CLOSING DATE
AND (Y) SUBORDINATED DEBT UNDER CLAUSE (G) ABOVE); AND
(K)
INDEBTEDNESS RELATING TO HEDGE AGREEMENTS ENTERED INTO FOR
NON-SPECULATIVE PURPOSES.
6.3
Limitation on Liens.
Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, including, without
limitation, the stock of any Subsidiary, whether now owned or hereafter
acquired, except for (the following, collectively, "Permitted Liens"):
(A)
LIENS IN FAVOR OF THE LENDERS OR THE ADMINISTRATIVE AGENT ARISING
UNDER THE LOAN DOCUMENTS;
(B)
THE FOLLOWING, (I) IF THE VALIDITY OR AMOUNT THEREOF IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE AND LAWFUL PROCEEDINGS DILIGENTLY
CONDUCTED SO LONG AS LEVY AND EXECUTION THEREON HAVE BEEN STAYED AND CONTINUE TO
BE STAYED OR (II) IF A FINAL JUDGMENT IS ENTERED AND SUCH JUDGMENT IS DISCHARGED
WITHIN THIRTY (30) DAYS OF ENTRY, AND IN EITHER CASE THEY DO NOT MATERIALLY
IMPAIR THE ABILITY OF THE LOAN PARTIES TO PERFORM THEIR OBLIGATIONS HEREUNDER OR
UNDER THE OTHER LOAN DOCUMENTS:
(A)
CLAIMS OR LIENS FOR TAXES, ASSESSMENTS OR CHARGES DUE AND PAYABLE
AND SUBJECT TO INTEREST OR PENALTY, PROVIDED THAT THE LOAN PARTIES MAINTAIN SUCH
RESERVES OR OTHER APPROPRIATE PROVISIONS AS SHALL BE REQUIRED BY GAAP AND PAY
ALL SUCH TAXES, ASSESSMENTS OR CHARGES FORTHWITH UPON THE COMMENCEMENT OF
PROCEEDINGS TO FORECLOSE ANY SUCH LIEN; AND
(B)
CLAIMS OR LIENS UPON, AND DEFECTS OF TITLE TO, REAL OR PERSONAL
PROPERTY INCLUDING ANY ATTACHMENT OF PERSONAL OR REAL PROPERTY OR OTHER LEGAL
PROCESS PRIOR TO ADJUDICATION OF A DISPUTE ON THE MERITS.
(C)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN
COMPLIANCE WITH SECTION 5.3;
65
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S
OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(E)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY OR SOCIAL WELFARE LEGISLATION;
(F)
LIENS OF LANDLORDS OR OF MORTGAGEES OF LANDLORDS ARISING BY
OPERATION OF LAW AND DEPOSITS TO SECURE THE PERFORMANCE OF LEASES IN THE
ORDINARY COURSE OF BUSINESS;
(G)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER
THAN FOR BORROWED MONEY),