FINANCE PAYMENT OF ITS INSURANCE PREMIUMS.
6.3
LIMITATION ON LIENS.
THE BORROWER SHALL NOT, AND SHALL NOT PERMIT
ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY OF
ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
EXCEPT FOR:
(A)
LIENS CREATED HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS;
(B)
LIENS FOR TAXES NOT YET DELINQUENT OR WHICH ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE RESERVES WITH
RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE BORROWER OR A SUBSIDIARY, AS
APPLICABLE, IN CONFORMITY WITH GAAP;
(C)
LIENS CREATED BY OPERATION OF LAW OR CONTRACT NOT SECURING THE
PAYMENT OF INDEBTEDNESS FOR MONEY BORROWED OR GUARANTEED, INCLUDING LANDLORDS',
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S OR OTHER LIKE
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT OVERDUE FOR A
PERIOD OF MORE THAN 45 DAYS AND, IF OVERDUE, FOR WHICH ADEQUATE RESERVES HAVE
BEEN POSTED UNDER GAAP;
(D)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION AND DEPOSITS
SECURING LIABILITY TO INSURANCE CARRIERS UNDER INSURANCE OR SELF-INSURANCE
ARRANGEMENTS;
(E)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER
THAN FOR BORROWED MONEY), LEASES, STATUTORY OBLIGATIONS, SURETY AND APPEAL
BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
52
(F)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR
ENCUMBRANCES ON REAL PROPERTY INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH,
IN THE AGGREGATE, COULD NOT CAUSE A MATERIAL ADVERSE EFFECT;
(G)
SUBJECT TO THE TERMS OF ANY CONTROL AGREEMENT, CUSTOMARY RIGHTS OF
SETOFF AND BANKERS' LIENS EXISTING IN THE ORDINARY COURSE OF BUSINESS UPON
DEPOSITS OF THE BORROWER AND ITS SUBSIDIARIES;
(H)
PRECAUTIONARY LIENS FILED BY EQUIPMENT LESSORS PURSUANT TO
OPERATING LEASES OF THE BORROWER AND ITS SUBSIDIARIES; PROVIDED THAT NO SUCH
LIEN COVERS ANY PROPERTY OTHER THAN THE PROPERTY SUBJECT TO SUCH LEASE;
(I)
LIENS ARISING FROM ANY JUDGMENT AGAINST A LOAN PARTY NOT
CONSTITUTING AN EVENT OF DEFAULT, PROVIDED THAT (I) THE LIABILITY UNDER SUCH
JUDGMENT, TOGETHER WITH THAT UNDER ANY OTHER JUDGMENT SECURED BY A LIEN, SHALL
NOT EXCEED $1,000,000 IN THE AGGREGATE AND (II) SUCH JUDGMENT IS COVERED BY
INSURANCE UNDER WHICH THE INSURER HAS ACKNOWLEDGED LIABILITY IN WRITING;
(J)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 6.2(E); PROVIDED
THAT NO SUCH LIEN COVERS ANY PROPERTY OTHER THAN THE PROPERTY ACQUIRED IN
CONNECTION WITH THE INCURRENCE OF SUCH INDEBTEDNESS; AND
(K)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 6.2(I), PROVIDED
THAT SUCH LIENS ATTACH TO THE PROCEEDS OF SUCH INSURANCE ONLY, AND NOT TO ANY
OTHER ASSETS OF THE LOAN PARTIES.
6.4
LIMITATION ON FUNDAMENTAL CHANGES.
THE BORROWER SHALL NOT, AND
SHALL NOT PERMIT ANY SUBSIDIARY TO, (A) AMEND ITS ORGANIC DOCUMENTS IN ANY WAY
THAT COULD HAVE A MATERIAL ADVERSE EFFECT, (B) ENTER INTO ANY MERGER,
CONSOLIDATION OR AMALGAMATION, OR LIQUIDATE, WIND UP OR DISSOLVE ITSELF (OR
SUFFER ANY LIQUIDATION OR DISSOLUTION) EXCEPT ANY MERGER, CONSOLIDATION OR
AMALGAMATION