UNSECURED DEBT, IN ADDITION TO THE DEBT LISTED ABOVE, IN AN AGGREGATE
OUTSTANDING AMOUNT NOT AT ANY TIME EXCEEDING $250,000;
ACCOUNTS PAYABLE AND TRADE DEBT ARISING IN THE ORDINARY COURSE OF THE LOAN
PARTIES' BUSINESS; AND
ANY NON-RECOURSE OBLIGATION OF A LOAN PARTY ARISING FROM A DISCOUNTING
TRANSACTION IN THE ORDINARY COURSE OF BUSINESS.
Liens.
Not, and not permit any other Loan Party to, create or permit to exist
any Lien on any of its real or personal properties, assets or rights of
whatsoever nature (whether now owned or hereafter acquired), except:
LIENS FOR TAXES OR OTHER GOVERNMENTAL CHARGES NOT AT THE TIME DELINQUENT OR
THEREAFTER PAYABLE WITHOUT PENALTY OR BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND, IN EACH CASE, FOR WHICH IT MAINTAINS ADEQUATE
RESERVES;
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS (SUCH AS (I) LIENS OF CARRIERS,
WAREHOUSEMEN, MECHANICS AND MATERIALMEN AND OTHER SIMILAR LIENS IMPOSED BY LAW,
(II) LIENS IN THE FORM OF DEPOSITS OR PLEDGES INCURRED IN CONNECTION WITH
WORKER'S COMPENSATION, UNEMPLOYMENT COMPENSATION AND OTHER TYPES OF SOCIAL
SECURITY (EXCLUDING LIENS ARISING UNDER ERISA), AND (III) LIENS CREATED IN THE
ORDINARY COURSE OF BUSINESS ARISING FROM NON-RECOURSE DISCOUNTING TRANSACTIONS
INCLUDING (WITHOUT LIMITATION) LIENS AGAINST (A) THE PARTICULAR LEASE, (B) ALL
EQUIPMENT SUBJECT TO SUCH LEASE, (C) ALL LEASE COLLATERAL FOR SUCH LEASE, (D)
ALL WARRANTY AND OTHER RIGHTS A LOAN PARTY MAY HAVE WITH RESPECT TO SUCH LEASE
AND THE RELATED EQUIPMENT AGAINST THE MANUFACTURERS OF SUCH EQUIPMENT AND
AGAINST THE SELLERS AND ASSIGNORS FROM WHOM SUCH LOAN PARTY MAY HAVE ACQUIRED
SUCH LEASE AND SUCH EQUIPMENT, (E) PROCEEDS FROM ANY AND ALL OF THE FOREGOING.
UPON THE WRITTEN REQUEST OF THE BORROWER, THE LENDER AGREES TO EXECUTE A
SUBORDINATION AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER IN
CONNECTION WITH LIENS PURSUANT TO SECTION 11.2(B)(III);
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS IN AN AMOUNT OF NOT MORE THAN
$25,000;
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SUBJECT TO THE LIMITATION SET FORTH IN SECTION 11.1(B), (I) LIENS ARISING IN
CONNECTION WITH CAPITAL LEASES (AND ATTACHING ONLY TO THE PROPERTY BEING
LEASED), (II) LIENS EXISTING ON PROPERTY AT THE TIME OF THE ACQUISITION THEREOF
BY ANY LOAN PARTY (AND NOT CREATED IN CONTEMPLATION OF SUCH ACQUISITION) AND
(III) LIENS THAT CONSTITUTE PURCHASE MONEY SECURITY INTERESTS ON ANY PROPERTY
SECURING DEBT INCURRED FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF THE COST
OF ACQUIRING SUCH PROPERTY, PROVIDED THAT ANY SUCH LIEN ATTACHES TO SUCH
PROPERTY WITHIN 60 DAYS OF THE ACQUISITION THEREOF AND ATTACHES SOLELY TO THE
PROPERTY SO ACQUIRED;
ATTACHMENTS, APPEAL BONDS, JUDGMENTS AND OTHER SIMILAR LIENS, FOR SUMS NOT
EXCEEDING $250,000 ARISING IN CONNECTION WITH COURT PROCEEDINGS, PROVIDED THE
EXECUTION OR OTHER ENFORCEMENT OF SUCH LIENS IS EFFECTIVELY STAYED AND THE
CLAIMS SECURED THEREBY ARE BEING ACTIVELY CONTESTED IN GOOD FAITH AND BY
APPROPRIATE PROCEEDINGS;
EASEMENTS, RIGHTS OF WAY, RESTRICTIONS, MINOR DEFECTS OR IRREGULARITIES IN TITLE
AND OTHER SIMILAR LIENS NOT INTERFERING IN ANY MATERIAL RESPECT WITH THE
ORDINARY CONDUCT OF THE