IN THE
64
ORDINARY COURSE OF BUSINESS (I) FOR AMOUNTS NOT YET OVERDUE OR (II) FOR AMOUNTS
THAT ARE OVERDUE AND THAT (IN THE CASE OF ANY SUCH AMOUNTS OVERDUE FOR A PERIOD
IN EXCESS OF TEN (10) DAYS) ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, SO LONG AS SUCH RESERVES OR OTHER APPROPRIATE PROVISIONS, IF ANY,
AS SHALL BE REQUIRED BY GAAP SHALL HAVE BEEN MADE FOR ANY SUCH CONTESTED
AMOUNTS;
(D)
LIENS INCURRED IN THE ORDINARY COURSE OF
BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND
OTHER TYPES OF SOCIAL SECURITY, OR TO SECURE THE PERFORMANCE OF TENDERS,
STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS, BIDS, LEASES, GOVERNMENT
CONTRACTS, TRADE CONTRACTS, PERFORMANCE AND RETURN-OF-MONEY BONDS AND OTHER
SIMILAR OBLIGATIONS (EXCLUSIVE OF OBLIGATIONS FOR THE PAYMENT OF BORROWED MONEY
OR OTHER INDEBTEDNESS);
(E)
RECORDED OR UNRECORDED EASEMENTS,
COVENANTS, RIGHTS-OF-WAY, RESTRICTIONS, ENCROACHMENTS, AND OTHER SIMILAR DEFECTS
OR IRREGULARITIES IN TITLE, IN EACH CASE WHICH DO NOT AND WILL NOT IMPAIR IN ANY
MATERIAL RESPECT THE ORDINARY CONDUCT OF THE BUSINESS OF BORROWER OR ANY OF ITS
SUBSIDIARIES;
(F)
ANY INTEREST OR TITLE OF A LESSOR OR
SUBLESSOR UNDER ANY LEASE OF REAL ESTATE PERMITTED HEREUNDER;
(G)
LIENS IN FAVOR OF ANY ESCROW AGENT SOLELY ON
AND IN RESPECT OF ANY CASH EARNEST MONEY DEPOSITS MADE BY BORROWER OR ANY OF ITS
SUBSIDIARIES IN CONNECTION WITH ANY LETTER OF INTENT OR PURCHASE AGREEMENT
PERMITTED HEREUNDER;
(H)
PURPORTED LIENS EVIDENCED BY THE FILING OF
PRECAUTIONARY UCC FINANCING STATEMENTS RELATING SOLELY TO OPERATING LEASES OF
PERSONAL PROPERTY ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(I)
LIENS IN FAVOR OF CUSTOMS AND REVENUE
AUTHORITIES ARISING AS A MATTER OF LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN
CONNECTION WITH THE IMPORTATION OF GOODS;
(J)
ANY ZONING, BUILDING OR SIMILAR LAW OR
RIGHT RESERVED TO OR VESTED IN ANY GOVERNMENTAL OFFICE OR AGENCY TO CONTROL OR
REGULATE THE USE OF ANY REAL PROPERTY OR SIMILAR RESTRICTIONS;
(K)
LICENSES OF PATENTS, TRADEMARKS AND OTHER
INTELLECTUAL PROPERTY RIGHTS GRANTED BY BORROWER OR ANY OF ITS SUBSIDIARIES IN
THE ORDINARY COURSE OF BUSINESS AND NOT INTERFERING IN ANY RESPECT WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF BORROWER OR SUCH SUBSIDIARY;
(L)
LIENS DESCRIBED IN SCHEDULE 6.02 OR ON A
TITLE REPORT DELIVERED PURSUANT TO SECTION 5.12;
(M)
LIENS SECURING INDEBTEDNESS PERMITTED PURSUANT
TO SECTION 6.01(K); PROVIDED, ANY SUCH LIEN SHALL ENCUMBER ONLY THE ASSETS
ACQUIRED, INSTALLED, CONSTRUCTED, REPAIRED OR IMPROVED (AND ANY ACCESSIONS
THEREOF OR IMPROVEMENTS THERETO) WITH THE PROCEEDS OF SUCH INDEBTEDNESS;
(N)
OTHER LIENS SECURING OBLIGATIONS IN AN
AGGREGATE AMOUNT NOT TO EXCEED $3,000,000 AT ANY TIME OUTSTANDING;
(O)
LIENS CONSISTING OF JUDGMENT OR JUDICIAL
ATTACHMENT LIENS WITH RESPECT TO JUDGMENTS THAT DO NOT CONSTITUTE AN EVENT OF
DEFAULT UNDER SECTION 8.01;
(P)
LIENS ON THE COLLATERAL SECURING OBLIGATIONS
UNDER THE FIRST LIEN CREDIT AGREEMENT AND ANY REFINANCINGS THEREOF PERMITTED BY
SECTION 6.01(C);
65
(Q)
LIENS IN FAVOR OF A BANKING INSTITUTION
ARISING BY OPERATION OF LAW OR OTHERWISE ENCUMBERING