OBLIGATIONS FOR THE PAYMENT OF
BORROWED MONEY) OR TO SECURE LIABILITY TO INSURANCE CARRIERS;
(F)
LIENS CONSISTING OF JUDGMENT OR JUDICIAL
ATTACHMENT LIENS, PROVIDED, THAT THE ENFORCEMENT OF SUCH LIENS IS EFFECTIVELY
STAYED AND ALL SUCH LIENS SECURE CLAIMS IN THE AGGREGATE AT ANY TIME OUTSTANDING
FOR THE BORROWER'S SUBSIDIARIES NOT EXCEEDING $500,000;
(G)
EASEMENTS, RIGHTS-OF-WAY, ZONING AND OTHER
RESTRICTIONS, MINOR DEFECTS OR OTHER IRREGULARITIES IN TITLE, AND OTHER SIMILAR
ENCUMBRANCES EXISTING ON THE RESTATEMENT EFFECTIVE DATE OR INCURRED IN THE
ORDINARY COURSE OF BUSINESS WHICH, IN EACH CASE, EITHER INDIVIDUALLY OR, IN THE
AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT, AND WHICH DO NOT IN ANY CASE
MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR INTERFERE
IN ANY MATERIAL RESPECT WITH THE ORDINARY CONDUCT OF THE BUSINESSES OF THE
BORROWER AND ITS SUBSIDIARIES;
(H)
LIENS ON ANY PROPERTY ACQUIRED OR HELD BY
THE BORROWER'S SUBSIDIARIES SECURING INDEBTEDNESS INCURRED OR ASSUMED FOR THE
PURPOSE OF FINANCING (OR REFINANCING) ALL OR ANY PART OF THE COST OF ACQUIRING
SUCH PROPERTY AND PERMITTED UNDER SUBSECTION 5.5(D); PROVIDED, THAT (I) ANY SUCH
LIEN ATTACHES TO SUCH PROPERTY CONCURRENTLY WITH OR WITHIN TWENTY (20) DAYS
AFTER THE ACQUISITION THEREOF, (II) SUCH LIEN ATTACHES SOLELY TO THE PROPERTY SO
ACQUIRED IN SUCH TRANSACTION, AND (III) THE PRINCIPAL AMOUNT OF THE DEBT SECURED
THEREBY DOES NOT EXCEED 100% OF THE COST OF SUCH PROPERTY;
(I)
LIENS SECURING CAPITAL LEASE OBLIGATIONS
PERMITTED UNDER SUBSECTION 5.5(D);
(J)
ANY INTEREST OR TITLE OF A LESSOR OR
SUBLESSOR, AS LESSOR OR SUBLESSOR, UNDER ANY LEASE PERMITTED BY THIS AGREEMENT;
AND
(K)
LIENS ARISING FROM PRECAUTIONARY UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS FILED UNDER ANY LEASE PERMITTED BY THIS
AGREEMENT.
5.2
DISPOSITION OF ASSETS.
THE BORROWER SHALL
NOT, AND SHALL NOT SUFFER OR PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, SELL, ASSIGN, LEASE, CONVEY, TRANSFER OR OTHERWISE DISPOSE OF
(WHETHER IN ONE OR A SERIES OF TRANSACTIONS) ANY PROPERTY (INCLUDING ACCOUNTS
AND NOTES RECEIVABLE, WITH OR WITHOUT RECOURSE) OR ENTER INTO ANY AGREEMENT TO
DO ANY OF THE FOREGOING, EXCEPT, WITH RESPECT TO THE BORROWER'S SUBSIDIARIES AND
IN EACH INSTANCE, PROVIDED THE SAME IS PERMITTED, AND SOLELY TO THE EXTENT
PERMITTED, UNDER THE HIGH YIELD UNSECURED DOCUMENTS:
37
(A)
DISPOSITIONS OF INVENTORY, OR USED,
WORN-OUT OR SURPLUS EQUIPMENT, ALL IN THE ORDINARY COURSE OF BUSINESS; AND
(B)
DISPOSITIONS NOT OTHERWISE PERMITTED
HEREUNDER WHICH ARE MADE FOR FAIR MARKET VALUE AND THE MANDATORY PREPAYMENT IN
THE AMOUNT OF THE NET PROCEEDS OF SUCH DISPOSITION IS MADE IF AND TO THE EXTENT
REQUIRED BY SECTION 1.8; PROVIDED, THAT (I) AT THE TIME OF ANY DISPOSITION, NO
EVENT OF DEFAULT SHALL EXIST OR SHALL RESULT FROM SUCH DISPOSITION, (II) THE
AGGREGATE SALES PRICE FROM SUCH DISPOSITION SHALL BE PAID IN CASH, (III) THE
AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SO SOLD BY THE BORROWER'S
SUBSIDIARIES, TOGETHER, SHALL NOT EXCEED IN ANY FISCAL YEAR $2,000,000, (IV) IF
THE AGGREGATE NET PROCEEDS RECEIVED BY THE BORROWER AND ITS SUBSIDIARIES FOR ALL