180 DAYS OF THE DATE ON WHICH SUCH PROCEEDS AROSE TO ACQUIRE
PROPERTY OF A SIMILAR NATURE TO BE USED IN THE BORROWER'S OR SUCH SUBSIDIARY'S
ORDINARY COURSE OF BUSINESS, THEN, ONLY FOR PURPOSES OF DETERMINING COMPLIANCE
WITH THIS SECTION 7.3(B)(IV), SUCH ASSET SALE SHALL NOT BE INCLUDED IN SUCH
DETERMINATION.
(C)
LIENS.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES SHALL DIRECTLY OR INDIRECTLY CREATE, INCUR, ASSUME OR PERMIT TO
EXIST ANY LIEN ON OR WITH RESPECT TO ANY OF THEIR RESPECTIVE PROPERTY OR ASSETS
EXCEPT:
(I)
LIENS CREATED BY THE LOAN DOCUMENTS OR
OTHERWISE SECURING THE OBLIGATIONS;
(II)
PERMITTED EXISTING LIENS;
(III)
CUSTOMARY PERMITTED LIENS;
(IV)
PURCHASE MONEY LIENS (INCLUDING THE INTEREST
OF A LESSOR UNDER A CAPITALIZED LEASE AND LIENS TO WHICH ANY PROPERTY IS SUBJECT
AT THE TIME OF THE BORROWER'S ACQUISITION THEREOF) SECURING INDEBTEDNESS
PERMITTED PURSUANT TO SECTION 7.3(A)(IX); PROVIDED THAT SUCH LIENS SHALL NOT
APPLY TO ANY PROPERTY OF THE BORROWER OR ITS SUBSIDIARIES OTHER THAN THAT
PURCHASED OR SUBJECT TO SUCH CAPITALIZED LEASE;
(V)
LIENS WITH RESPECT TO PROPERTY ACQUIRED BY
THE BORROWER OR ANY OF ITS SUBSIDIARIES AFTER THE CLOSING DATE (AND NOT CREATED
IN CONTEMPLATION OF SUCH ACQUISITION) PURSUANT TO A PERMITTED ACQUISITION;
PROVIDED, THAT SUCH LIENS SHALL EXTEND ONLY TO THE PROPERTY SO ACQUIRED;
(VI)
LIENS SECURING THE NON-DELINQUENT PERFORMANCE
OF SURETY, APPEAL AND PERFORMANCE BONDS OBTAINED BY THE BORROWER OR ANY
SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS; AND
(VII)
OTHER LIENS SECURING INDEBTEDNESS NOT TO EXCEED
$3,000,000 IN THE AGGREGATE.
In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Administrative Agent for the benefit of itself and
the Lenders, as collateral for the Obligations.
(D)
INVESTMENTS.
EXCEPT TO THE EXTENT PERMITTED
PURSUANT TO PARAGRAPH (G) BELOW, NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES SHALL DIRECTLY OR INDIRECTLY MAKE OR OWN ANY INVESTMENT EXCEPT:
(I)
INVESTMENTS IN CASH AND CASH
EQUIVALENTS;
(II)
PERMITTED EXISTING INVESTMENTS;
64
(III)
INVESTMENTS IN TRADE RECEIVABLES OR RECEIVED
IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS
AND IN SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH,
CUSTOMERS AND SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(IV)
INVESTMENTS CONSISTING OF DEPOSIT ACCOUNTS
MAINTAINED BY THE BORROWER AND ITS SUBSIDIARIES;
(V)
INVESTMENTS IN ANY SUBSIDIARY GUARANTOR;
(VI)
INVESTMENTS CONSTITUTING PERMITTED
ACQUISITIONS;
(VII)
INVESTMENTS CONSTITUTING INDEBTEDNESS PERMITTED
BY SECTION 7.3(A), CONTINGENT OBLIGATIONS PERMITTED BY SECTION 7.3(E) OR
RESTRICTED PAYMENTS PERMITTED BY SECTION 7.3(F);
(VIII)
INVESTMENTS CONSISTING OF ANY RIGHT OF THE
BORROWER OR ITS WHOLLY-OWNED DOMESTIC INCORPORATED SUBSIDIARIES TO PAYMENT FOR
GOODS SOLD OR FOR SERVICES RENDERED, WHETHER OR NOT IT HAS BEEN EARNED BY
PERFORMANCE;
(IX)
INVESTMENTS IN ADDITION TO THOSE REFERRED TO
ELSEWHERE IN THIS SECTION 7.3(D) IN AN AGGREGATE AMOUNT NOT TO EXCEED
$3,000,000 AT ANY TIME OUTSTANDING.
(E)