THE COST OF
ACQUIRING SUCH ASSET, PROVIDED THAT SUCH LIEN ATTACHES TO SUCH ASSET
CONCURRENTLY WITH OR WITHIN NINETY (90) DAYS AFTER THE ACQUISITION THEREOF;
(D)
LIENS FOR TAXES OR OTHER GOVERNMENTAL CHARGES NOT AT THE TIME
DELINQUENT OR THEREAFTER PAYABLE WITHOUT PENALTY OR THE SUBJECT OF A PERMITTED
CONTEST;
(E)
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS (I) IN FAVOR OF
CARRIERS, WAREHOUSEMEN, MECHANICS AND MATERIALMEN, AND OTHER SIMILAR LIENS
IMPOSED BY LAW AND (II) 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 THE SUBJECT OF A PERMITTED CONTEST AND NOT
INVOLVING ANY DEPOSITS OR ADVANCES OR BORROWED MONEY OR THE DEFERRED PURCHASE
PRICE OF PROPERTY OR SERVICES AND, IN EACH CASE, FOR WHICH IT MAINTAINS ADEQUATE
RESERVES;
(F)
ATTACHMENTS, APPEAL BONDS, JUDGMENTS AND OTHER SIMILAR LIENS, FOR
SUMS NOT EXCEEDING $100,000 IN THE AGGREGATE ARISING IN CONNECTION WITH COURT
PROCEEDINGS; PROVIDED THAT THE EXECUTION OR OTHER ENFORCEMENT OF SUCH LIENS IS
EFFECTIVELY STAYED AND THE CLAIMS SECURED THEREBY ARE THE SUBJECT OF A PERMITTED
CONTEST; AND
(G)
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 BORROWER OR ANY SUBSIDIARY.
SECTION 5.3
CONTINGENT OBLIGATIONS.
NEITHER BORROWER WILL, NOR WILL
IT PERMIT ANY SUBSIDIARY (INCLUDING ANY INACTIVE ENTITY) TO, DIRECTLY OR
INDIRECTLY, CREATE, ASSUME, INCUR OR SUFFER TO EXIST ANY CONTINGENT OBLIGATIONS,
EXCEPT FOR:
(A)
CONTINGENT OBLIGATIONS ARISING IN RESPECT OF THE DEBT AND LETTER
OF CREDIT LIABILITIES UNDER THE FINANCING DOCUMENTS;
(B)
CONTINGENT OBLIGATIONS RESULTING FROM
ENDORSEMENTS FOR COLLECTION OR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS;
(C)
SO LONG AS THERE EXISTS NO EVENT OF DEFAULT BOTH IMMEDIATELY
BEFORE AND IMMEDIATELY AFTER GIVING EFFECT TO ANY SUCH TRANSACTION, CONTINGENT
OBLIGATIONS EXISTING OR ARISING UNDER ANY SWAP CONTRACT, PROVIDED THAT SUCH
OBLIGATIONS ARE (OR WERE) ENTERED INTO BY A BORROWER OR A SUBSIDIARY IN THE
ORDINARY COURSE OF BUSINESS FOR THE PURPOSE OF DIRECTLY MITIGATING RISKS
ASSOCIATED WITH LIABILITIES, COMMITMENTS, INVESTMENTS, ASSETS, OR PROPERTY HELD
OR REASONABLY ANTICIPATED BY SUCH PERSON AND NOT FOR PURPOSES OF SPECULATION;
(D)
CONTINGENT OBLIGATIONS OUTSTANDING ON THE
DATE OF THIS AGREEMENT AS SET FORTH IN THE INFORMATION CERTIFICATE;
(E)
CONTINGENT OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS
WITH RESPECT TO SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER SIMILAR
OBLIGATIONS NOT TO EXCEED $100,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING;
(F)
CONTINGENT OBLIGATIONS ARISING UNDER INDEMNITY AGREEMENTS WITH
TITLE INSURERS TO CAUSE SUCH TITLE INSURERS TO ISSUE TO AGENT MORTGAGEE TITLE
INSURANCE POLICIES;
(G)
CONTINGENT OBLIGATIONS ARISING WITH RESPECT TO CUSTOMARY
INDEMNIFICATION OBLIGATIONS IN FAVOR OF PURCHASERS IN CONNECTION WITH
DISPOSITIONS PERMITTED UNDER SECTION 5.8; AND
(H)
CONTINGENT OBLIGATIONS TO THE EXTENT
PERMITTED UNDER CLAUSE (B) OF SECTION 5.1.
SECTION 5.4
RESTRICTED DISTRIBUTIONS.
NEITHER BORROWER WILL, NOR
WILL IT PERMIT ANY