ASSETS
OR MATERIALLY IMPAIR THE USE THEREOF IN THE OPERATION OF ITS BUSINESS;
(E)
LIENS ARISING OUT OF JUDGMENTS OR AWARDS AGAINST ANY BORROWER OR
SUBSIDIARY WITH RESPECT TO WHICH IT SHALL CONCURRENTLY THEREWITH BE PROSECUTING
A TIMELY APPEAL OR PROCEEDING FOR REVIEW AND WITH RESPECT TO WHICH IT SHALL HAVE
SECURED A STAY OF EXECUTION PENDING SUCH APPEAL OR PROCEEDINGS FOR REVIEW;
(F)
PLEDGES OR DEPOSITS TO SECURE OBLIGATIONS UNDER WORKER'S
COMPENSATION LAWS OR SIMILAR LEGISLATION;
(G)
GOOD FAITH DEPOSITS IN CONNECTION WITH CONTRACTS OR LEASES TO
WHICH BORROWER IS A PARTY;
(H)
DEPOSITS TO SECURE PUBLIC OR STATUTORY OBLIGATIONS OF ANY BORROWER
OR SUBSIDIARY;
(I)
LIENS PURSUANT TO THE SENIOR LOAN DOCUMENTS IN FAVOR OF THE AGENT
AND THE SENIOR LENDER TO SECURE THE SENIOR INDEBTEDNESS.
(J)
THE INTERESTS OF LESSOR UNDER OPERATING LEASES;
(K)
PURCHASE MONEY LIENS OR THE INTERESTS OF LESSOR UNDER CAPITAL
LEASES TO THE EXTENT THAT SUCH LIENS OR INTEREST SECURE PERMITTED PURCHASE MONEY
INDEBTEDNESS AND SO LONG AS (I) SUCH LIEN ATTACHES ONLY TO THE ASSET PURCHASED
OR ACQUIRED AND THE PROCEEDS THEREOF, AND (II) SUCH LIEN ONLY SECURES THE
INDEBTEDNESS THAT WAS INCURRED TO ACQUIRE THE ASSET PURCHASED OR ACQUIRED OR ANY
REFINANCING INDEBTEDNESS IN RESPECT THEREOF;
(L)
LIENS ARISING BY OPERATION OF LAW IN FAVOR OF WAREHOUSEMEN,
LANDLORDS, CARRIERS, MECHANICS, MATERIALMEN, LABORERS, OR SUPPLIERS, INCURRED IN
THE ORDINARY COURSE OF BUSINESS AND NOT IN CONNECTION WITH THE BORROWING OF
MONEY, AND WHICH LIENS EITHER (I) ARE FOR SUMS NOT YET DELINQUENT, OR (II) WHICH
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS IN SUCH A MANNER AS
NOT TO MAKE THE PROPERTY FORFEITABLE;
(M)
LIENS ON AMOUNTS DEPOSITED AS SECURITY FOR SURETY OR APPEAL BONDS
IN CONNECTION WITH OBTAINING SUCH BONDS IN THE ORDINARY COURSE OF BUSINESS;
(N)
WITH RESPECT TO ANY REAL PROPERTY, EASEMENTS, RIGHTS OF WAY AND
ZONING RESTRICTIONS THAT DO NOT MATERIALLY INTERFERE WITH OR IMPAIR THE USE OR
OPERATION THEREOF; AND
(O)
RIGHTS OF SETOFF OR BANKERS' LIENS IN FAVOR OF BANKS OR OTHER
DEPOSITARY INSTITUTIONS ARISING IN THE ORDINARY COURSE OF BUSINESS.
SECTION 7.03.
DISTRIBUTIONS.
OTHER THAN DISTRIBUTIONS BY A BORROWER TO ANOTHER
BORROWER, THE BORROWERS SHALL NOT MAKE ANY DISTRIBUTION.
SECTION 7.04.
USE OF PROCEEDS.
NONE OF THE BORROWERS OR ANY OF THEIR
SUBSIDIARIES OR AFFILIATES SHALL USE ANY PORTION OF THE PROCEEDS OF THE LOAN,
EITHER DIRECTLY OR INDIRECTLY, FOR ANY OTHER PURPOSE OTHER THAN AS SET FORTH IN
SECTION 3.05.
ARTICLE VIII
SUBORDINATION
SECTION 8.01.
SUBORDINATION TO SENIOR INDEBTEDNESS.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, (A) TO THE EXTENT AND IN THE MANNER SET FORTH
IN THE SUBORDINATION AGREEMENT, THE INDEBTEDNESS INCURRED IN CONNECTION WITH THE
LOAN AND REPRESENTED BY THE NOTE AND THE PAYMENT OF THE PRINCIPAL OR INTEREST
(INCLUDING, WITHOUT LIMITATION, ANY INTEREST ACCRUING SUBSEQUENT TO THE
COMMENCEMENT OF ANY PROCEEDING AGAINST OR WITH RESPECT TO THE BORROWERS IN
INSOLVENCY, BANKRUPTCY, RECEIVERSHIP, REORGANIZATION, DISSOLUTION, ASSIGNMENT
FOR THE BENEFIT OF CREDITORS OR OTHER SIMILAR CASE OR PROCEEDING WHETHER OR