THE LENDERS).
7.3
Liens.
Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except for:
(A)
LIENS FOR TAXES NOT YET DUE OR THAT ARE BEING CONTESTED OR
DISPUTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE
RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE BORROWER OR ITS
SUBSIDIARIES, AS THE CASE MAY BE, IN CONFORMITY WITH GAAP;
(B)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S,
LANDLORDS' OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS THAT
ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 45 DAYS OR THAT ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;
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(D)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER
THAN FOR BORROWED MONEY), OBLIGATIONS FOR UTILITIES, LEASES, STATUTORY
OBLIGATIONS, SURETY AND APPEAL BONDS, REPLEVIN BONDS, PERFORMANCE BONDS AND
OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(E)
ZONING RESTRICTIONS, EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND
OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND MINOR
IRREGULARITIES OF TITLE THAT, IN THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT
AND THAT DO NOT IN ANY CASE MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY
SUBJECT THERETO OR MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT OF THE
BUSINESS UTILIZING THE PROPERTY SUBJECT TO SUCH ENCUMBRANCES AND RESTRICTIONS;
(F)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE 7.3(F),
SECURING INDEBTEDNESS PERMITTED BY SECTION 7.2(E); PROVIDED THAT NO SUCH LIEN IS
SPREAD TO COVER ANY ADDITIONAL PROPERTY AFTER THE CLOSING DATE AND THAT THE
AMOUNT OF INDEBTEDNESS SECURED THEREBY IS NOT INCREASED (OTHER THAN ACCRUAL OF
INTEREST, FEES AND COSTS IN ACCORDANCE WITH THE TERMS THEREOF);
(G)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY OTHER
SUBSIDIARY INCURRED PURSUANT TO SECTION 7.2(F) TO FINANCE THE ACQUISITION OF
FIXED OR CAPITAL ASSETS, PROVIDED THAT (I) SUCH LIENS SHALL BE CREATED
SUBSTANTIALLY SIMULTANEOUSLY WITH THE ACQUISITION OF SUCH FIXED OR CAPITAL
ASSETS, (II) SUCH LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER THAN THE
PROPERTY FINANCED BY SUCH INDEBTEDNESS AND (III) THE AMOUNT OF INDEBTEDNESS
SECURED THEREBY IS NOT INCREASED (OTHER THAN ACCRUAL OF INTEREST, FEES AND COSTS
IN ACCORDANCE WITH THE TERMS THEREOF);
(H)
JUDGMENT LIENS IN RESPECT OF JUDGMENTS NOT CONSTITUTING EVENTS OF
DEFAULT UNDER SECTION 8.1(H) SO LONG AS (A) SUCH JUDGMENT LIENS ARE RELEASED
WITHIN 90 DAYS AFTER THE ENTRY THEREOF OR (B) THE AGGREGATE AMOUNT COVERED BY
ALL SUCH JUDGMENT LIENS DOES NOT EXCEED $3,000,000 AT ANY TIME;
(I)
LIENS ON THE COLLATERAL SECURING THE INDEBTEDNESS OF THE BORROWER
AND ITS SUBSIDIARIES PERMITTED BY SECTION 7.2(B);
(J)
ANY INTEREST OR TITLE OF A LESSOR OR ANY LESSOR'S LENDER UNDER
ANY LEASE ENTERED INTO BY THE BORROWER OR ANY OTHER SUBSIDIARY IN THE ORDINARY
COURSE OF ITS BUSINESS AND COVERING ONLY THE ASSETS SO LEASED;
(K)
LIENS NOT OTHERWISE PERMITTED BY