RECEIPT OF PROGRESS PAYMENTS AND
ADVANCES FROM CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS TO THE EXTENT SAME
CREATES A LIEN ON THE RELATED INVENTORY AND
61
PROCEEDS THEREFROM AND (Y) PURCHASE MONEY LIENS SECURING CURRENT ACCOUNT
PAYABLES ARISING FROM THE PURCHASE BY THE BORROWER OR ANY SUBSIDIARY OF ANY
EQUIPMENT OR GOODS IN THE ORDINARY COURSE OF BUSINESS, PROVIDED THAT SUCH LIENS
SHALL NOT EXTEND TO ANY OTHER PROPERTY OF HOLDINGS OR ANY OF ITS SUBSIDIARIES;
(K)
ANY INTEREST OR TITLE OF A LESSOR UNDER ANY
LEASE PERMITTED BY THIS AGREEMENT;
(L)
LIENS IN EXISTENCE ON, AND WHICH ARE TO
CONTINUE IN EFFECT AFTER, THE RESTATEMENT EFFECTIVE DATE WHICH ARE LISTED, AND
THE PROPERTY SUBJECT THERETO DESCRIBED IN, SCHEDULE 8.03(L), IN EACH CASE
SUBJECT TO THE LIMITATIONS WITH RESPECT TO ANY SUCH LIEN SET FORTH IN SUCH
SCHEDULE 8.03(L) AND WITHOUT GIVING EFFECT TO ANY EXTENSION OR RENEWAL THEREOF;
(M)
LIENS ARISING PURSUANT TO PURCHASE MONEY
MORTGAGES OR SECURITY INTERESTS SECURING INDEBTEDNESS REPRESENTING THE PURCHASE
PRICE (OR FINANCING OF THE PURCHASE PRICE WITHIN 180 DAYS AFTER THE RESPECTIVE
PURCHASE) OF ASSETS ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY AFTER THE
RESTATEMENT EFFECTIVE DATE, PROVIDED THAT (X) ANY SUCH LIENS ATTACH ONLY TO THE
ASSETS SO ACQUIRED AND PROCEEDS THEREOF, (Y) THE INDEBTEDNESS SECURED BY ANY
SUCH LIEN DOES NOT EXCEED 100% OF THE PURCHASE PRICE OF THE PROPERTY BEING
PURCHASED AT THE TIME OF THE INCURRENCE OF SUCH INDEBTEDNESS AND (Z) ALL
INDEBTEDNESS SECURED BY LIENS CREATED PURSUANT TO THIS CLAUSE (M) SHALL NOT
EXCEED THE AMOUNT PERMITTED TO BE OUTSTANDING PURSUANT TO SECTION 8.04(D);
(N)
LIENS ON PROPERTY OR ASSETS (AND PROCEEDS
THEREFROM) ACQUIRED PURSUANT TO A PERMITTED ACQUISITION, OR ON PROPERTY OR
ASSETS OF A SUBSIDIARY OF THE BORROWER (AND PROCEEDS THEREFROM) IN EXISTENCE AT
THE TIME SUCH SUBSIDIARY IS ACQUIRED PURSUANT TO A PERMITTED ACQUISITION,
PROVIDED THAT (X) ANY INDEBTEDNESS THAT IS SECURED BY SUCH LIENS IS PERMITTED TO
EXIST UNDER SECTION 8.04(J), AND (Y) SUCH LIENS ARE NOT INCURRED IN CONNECTION
WITH, OR IN CONTEMPLATION OR ANTICIPATION OF, SUCH PERMITTED ACQUISITION AND DO
NOT ATTACH TO ANY ASSET OF HOLDINGS OR ANY OTHER ASSET OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES;
(O)
CASH DEPOSITS REQUIRED TO BE MADE IN
CONNECTION WITH ANY PROPOSED PERMITTED ACQUISITION TO THE EXTENT THAT THE
AGGREGATE AMOUNT OF CASH ON DEPOSIT AT ANY GIVEN TIME, AND THE AGGREGATE AMOUNT
OF ALL SUCH DEPOSITS NOT RETURNED TO THE BORROWER (OTHER THAN SUCH DEPOSITS
WHICH HAVE BEEN APPLIED BY THE HOLDER THEREOF TOWARDS THE AGGREGATE
CONSIDERATION AT THE TIME OF THE CONSUMMATION OF SUCH PERMITTED ACQUISITION),
SHALL NOT EXCEED $2,000,000;
(P)
LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF
(I) RELATING TO THE ESTABLISHMENT OF DEPOSITORY RELATIONSHIPS WITH BANKS NOT
GIVEN IN CONNECTION WITH THE INCURRENCE OF INDEBTEDNESS, (II) RELATING TO POOLED
DEPOSIT OR SWEEP ACCOUNTS OF HOLDINGS OR ANY SUBSIDIARY TO PERMIT SATISFACTION
OF OVERDRAFT OR SIMILAR OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS
OR (III) RELATING TO PURCHASE