SUCH LEASE AND SUCH EQUIPMENT, (E) PROCEEDS FROM ANY AND ALL OF
THE FOREGOING.
UPON THE WRITTEN REQUEST OF THE COMPANY, EACH LENDER AGREES TO
EXECUTE A SUBORDINATION AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO SUCH
LENDER IN CONNECTION WITH LIENS PURSUANT TO SECTION 11.2(B)(III);
44
(C)
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS IN AN AMOUNT OF
NOT MORE THAN $25,000;
(D)
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;
(E)
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;
(F)
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 BUSINESS OF ANY LOAN PARTY; AND
(G)
LIENS ARISING UNDER THE LOAN DOCUMENTS.
11.3
OPERATING LEASES.
NOT PERMIT THE AGGREGATE AMOUNT OF ALL RENTAL
PAYMENTS UNDER OPERATING LEASES MADE (OR SCHEDULED TO BE MADE) BY THE LOAN
PARTIES (ON A CONSOLIDATED BASIS) TO EXCEED $1,000,000 IN ANY FISCAL YEAR.
11.4
RESTRICTED PAYMENTS.
NOT, AND NOT PERMIT ANY OTHER LOAN PARTY TO,
(A) MAKE ANY DISTRIBUTION TO ANY HOLDERS OF ITS CAPITAL SECURITIES, (B) PURCHASE
OR REDEEM ANY OF ITS CAPITAL SECURITIES, (C) PAY ANY MANAGEMENT FEES OR SIMILAR
FEES TO ANY OF ITS EQUITYHOLDERS OR ANY AFFILIATE THEREOF, (D) MAKE ANY
REDEMPTION, PREPAYMENT, DEFEASANCE, REPURCHASE OR ANY OTHER PAYMENT IN RESPECT
OF ANY SUBORDINATED DEBT OTHER THAN REGULAR PAYMENTS OF PRINCIPAL AND INTEREST
AS AND WHEN DUE UNDER THE UNSECURED NOTES SUBJECT TO THE TERMS OF THE
SUBORDINATION AGREEMENT RELATED THERETO, OR (E) SET ASIDE FUNDS FOR ANY OF THE
FOREGOING.
NOTWITHSTANDING THE FOREGOING, SO LONG AS NO UNMATURED EVENT OF
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD OCCUR AS A
RESULT OF ANY OF THE FOLLOWING, (I) ANY SUBSIDIARY MAY PAY DIVIDENDS OR MAKE
OTHER DISTRIBUTIONS TO THE COMPANY OR TO A DOMESTIC WHOLLY-OWNED SUBSIDIARY;
(II) THE COMPANY MAY PURCHASE OR REDEEM ANY OF ITS CAPITAL SECURITIES SO LONG AS
AFTER GIVING EFFECT TO SUCH PURCHASE OR REDEMPTION THE COMPANY WILL REMAIN IN
COMPLIANCE WITH ALL THE FINANCIAL RATIOS AND RESTRICTIONS SET FORTH IN SECTIONS
11.14, 11.15, 11.16 AND 11.17, AS CERTIFIED BY THE COMPANY IN FORM AND SUBSTANCE