CHARGES TO
THE EXTENT THAT PAYMENT THEREOF SHALL NOT AT THE TIME BE REQUIRED TO BE MADE
HEREUNDER;
(M)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, INDEBTEDNESS CONSISTING OF
DEFERRED PURCHASE PRICE OR NOTES ISSUED TO OFFICERS, DIRECTORS, CONSULTANTS AND
EMPLOYEES TO PURCHASE OR REDEEM EQUITY INTERESTS (OR OPTION OR WARRANTS OR
SIMILAR INSTRUMENTS) OF A LOAN PARTY OR ITS SUBSIDIARIES;
(N)
TO THE EXTENT CONSTITUTING INDEBTEDNESS, OBLIGATIONS UNDER INCENTIVE,
NON-COMPETE, CONSULTING, DEFERRED COMPENSATION OR OTHER SIMILAR ARRANGEMENTS
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(O)
UNSECURED INDEBTEDNESS ISSUED IN CONNECTION WITH PERMITTED ACQUISITIONS OR
TO SPONSOR AND/OR ITS CONTROL INVESTMENT AFFILIATES, WHICH INDEBTEDNESS (AND ANY
GUARANTEES THEREOF) IS SUBORDINATED TO THE LOANS (AND THE GUARANTEES THEREOF
PURSUANT TO THE GUARANTEE AND COLLATERAL AGREEMENT) AND ON TERMS REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, INCLUDING BUT NOT LIMITED TO PIK
TREATMENT OF ANY INTEREST AND THE TENOR OF SUCH INDEBTEDNESS; AND
(P)
OTHER INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN AN
AGGREGATE PRINCIPAL AMOUNT WHICH SHALL NOT EXCEED $15,000,000 AT ANY ONE TIME
OUTSTANDING.
70
8.3.
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 AND PAYABLE OR THAT ARE BEING CONTESTED
DILIGENTLY IN GOOD FAITH AND 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
LANDLORD'S OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS THAT
ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 90 DAYS OR THAT ARE BEING CONTESTED
DILIGENTLY IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT
INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;
(D)
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;
(E)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR ENCUMBRANCES
INCURRED IN THE ORDINARY COURSE OF BUSINESS 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 OF THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(F)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY OTHER SUBSIDIARY
INCURRED PURSUANT TO SECTION 8.2(E) TO FINANCE THE ACQUISITION OF FIXED OR
CAPITAL ASSETS, PROVIDED THAT (I) SUCH LIENS SHALL BE CREATED WITHIN 90 DAYS
AFTER THE ACQUISITION OF SUCH FIXED OR CAPITAL ASSETS, AND (II) SUCH LIENS DO
NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER THAN THE PROPERTY FINANCED BY SUCH
INDEBTEDNESS;
(G)
LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS;
(H)
JUDGMENT LIENS SECURING JUDGMENTS NOT CONSTITUTING AN EVENT OF DEFAULT
UNDER SECTION 9(H);
(I)
PURPORTED LIENS EVIDENCED BY THE FILING OF PRECAUTIONARY