A MANNER REASONABLY SATISFACTORY TO THE AGENT AND IN
RESPECT OF WHICH A STAY OF EXECUTION SHALL HAVE BEEN OBTAINED PENDING SUCH
APPEAL OR REVIEW AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN
ACCORDANCE WITH, AND TO THE EXTENT REQUIRED BY, GAAP, AND (III) ENDORSEMENTS
MADE IN CONNECTION WITH THE DEPOSIT OF ITEMS FOR CREDIT OR COLLECTION IN THE
ORDINARY COURSE OF BUSINESS; AND
(J)
INTERCOMPANY INDEBTEDNESS.
6.2.
LIENS, ETC.
THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, CREATE, INCUR, ASSUME OR
SUFFER TO EXIST, ANY MORTGAGE, LIEN, CHARGE OR ENCUMBRANCE ON, OR SECURITY
INTEREST IN, OR PLEDGE OF, OR CONDITIONAL SALE OR OTHER TITLE RETENTION
AGREEMENT (INCLUDING ANY CAPITAL LEASE) WITH RESPECT TO, ANY REAL OR PERSONAL
PROPERTY (TANGIBLE OR INTANGIBLE, NOW EXISTING OR HEREAFTER ACQUIRED)(EACH BEING
A "LIEN"), INCLUDING BUT NOT LIMITED TO THE ACCOUNTS AND INVENTORY, EXCEPT THE
FOLLOWING EACH BEING A "PERMITTED LIEN":
(A)
LIENS FOR TAXES NOT YET DELINQUENT OR BEING
CONTESTED IN GOOD FAITH AS PROVIDED IN SUBSECTION 5.4; MECHANICS', WORKMEN'S,
MATERIALMEN'S OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS IN
RESPECT OF OBLIGATIONS WHICH ARE NOT YET DUE OR WHICH ARE BEING CONTESTED IN
GOOD FAITH (AS TO WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED ON THE
BORROWER'S BOOKS TO THE EXTENT REQUIRED BY GAAP) AND WHICH WERE NOT INCURRED IN
CONNECTION WITH THE PURCHASE OF PROPERTY, BORROWING OF MONEY OR THE OBTAINING OF
CREDIT AND WHICH DO NOT DETRACT FROM THE VALUE OF THE PROPERTIES OR ASSETS OF
THE BORROWER AND ITS SUBSIDIARIES OR AFFECT THE USE THEREOF IN THE OPERATION OF
THEIR BUSINESS;
(B)
THE EXISTING LIENS REFERRED TO IN SCHEDULE
3.8, SECURING INDEBTEDNESS PERMITTED UNDER SECTION 6.1(C) HEREOF AND ANY
REFINANCINGS THEREOF, PROVIDED THAT EXISTING LIENS SET FORTH ON SCHEDULES 4.1(E)
SHALL BE TERMINATED PURSUANT TO SUBSECTION 4.3(E) HEREOF;
(C)
PURCHASE MONEY MORTGAGES, LIENS AND OTHER
SECURITY INTERESTS, INCLUDING CAPITAL LEASES, CREATED IN RESPECT OF PROPERTY
ACQUIRED BY THE BORROWER AND/OR ANY OF ITS SUBSIDIARIES AFTER THE DATE HEREOF OR
EXISTING IN RESPECT OF PROPERTY SO ACQUIRED PRIOR TO THE DATE HEREOF, PROVIDED
THAT (I) EACH SUCH LIEN SHALL AT ALL TIMES BE CONFINED SOLELY TO THE ITEM OF
PROPERTY SO ACQUIRED, AND (II) THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS
SECURED BY ALL SUCH LIENS INCURRED AFTER THE CLOSING DATE SHALL AT NO TIME
EXCEED $1,000,000;
(D)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND
OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH, IN
THE AGGREGATE, DO NOT MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT
THERETO OR INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESSES OF THE
BORROWER;
(E)
LIENS ARISING SOLELY BY VIRTUE OF ANY
CONTRACTUAL, STATUTORY OR COMMON LAW PROVISION RELATING TO BANKER'S LIENS,
RIGHTS OF SET-OFF OR SIMILAR RIGHTS AND REMEDIES AS TO DEPOSIT ACCOUNTS OR OTHER
FUNDS MAINTAINED WITH ANY FINANCIAL INSTITUTION;
(F)
LIENS IN CONNECTION WITH OPERATING LEASES
AND GRANTED TO SECURE OBLIGATIONS WITH RESPECT TO "OFF BALANCE SHEET" OR
"SYNTHETIC" LEASES (I.E., LEASES WHERE