ORDINARY COURSE
OF BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND
OTHER SOCIAL SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA;
(IV)
LIENS ON DEPOSITS TO SECURE PERFORMANCE OF BIDS OR PERFORMANCE
BONDS AND OTHER SIMILAR LIENS, IN THE ORDINARY COURSE OF BUSINESS;
(V)
LIENS ON REAL ESTATE CONSISTING OF EASEMENTS, RIGHTS OF WAY,
ZONING RESTRICTIONS, RESTRICTIONS ON THE USE OF REAL PROPERTY, DEFECTS AND
IRREGULARITIES IN THE TITLE THERETO, AND OTHER MINOR LIENS, PROVIDED, NONE OF
SUCH LIENS IN THE REASONABLE OPINION OF THE BORROWER INTERFERES MATERIALLY WITH
THE USE OF THE AFFECTED PROPERTY IN THE ORDINARY CONDUCT OF THE BUSINESS OF THE
BORROWER AND ITS SUBSIDIARIES;
(VI)
THE RIGHTS AND INTERESTS OF LANDLORDS AND LESSORS UNDER LEASES OF
REAL ESTATE LEASED BY THE BORROWER OR ONE OF ITS SUBSIDIARIES, AS LESSEE;
(VII)
LIENS OUTSTANDING ON THE CLOSING DATE AND SET FORTH ON
SCHEDULE 7.3;
(VIII)
LIENS IN FAVOR OF EITHER THE BORROWER OR A CONSOLIDATED SUBSIDIARY
ON ALL OR PART OF THE ASSETS OF ANY SUBSIDIARY OF THE BORROWER SECURING
INDEBTEDNESS OWING BY SUCH SUBSIDIARY TO THE BORROWER OR SUCH CONSOLIDATED
SUBSIDIARY, AS THE CASE MAY BE;
(IX)
LIENS ON INTERESTS OF THE BORROWER OR ITS SUBSIDIARIES IN
PARTNERSHIPS OR JOINT VENTURES CONSISTING OF BINDING RIGHTS OF FIRST REFUSAL,
RIGHTS OF FIRST OFFER, TAKE-ME-ALONG RIGHTS, THIRD-PARTY OFFER PROVISIONS,
BUY-SELL PROVISIONS, OTHER TRANSFER RESTRICTIONS AND CONDITIONS RELATING TO SUCH
PARTNERSHIP OR JOINT VENTURE INTERESTS, AND LIENS GRANTED TO OTHER PARTICIPANTS
IN SUCH PARTNERSHIP OR JOINT VENTURE AS SECURITY FOR THE PERFORMANCE BY THE
BORROWER OR ITS SUBSIDIARIES OF THEIR OBLIGATIONS IN RESPECT OF SUCH PARTNERSHIP
OR JOINT VENTURE;
(X)
UCC NOTICE FILINGS IN CONNECTION WITH NON-RECOURSE SALES OF 12B-1
FEES (OTHER THAN SALES CONSTITUTING A COLLATERAL SECURITY DEVICE);
(XI)
LIENS SECURING PURCHASE MONEY INDEBTEDNESS SO LONG AS SUCH LIENS
ARE ONLY ON THE ASSET ACQUIRED WITH SUCH PURCHASE MONEY INDEBTEDNESS AND SECURE
ONLY THE INDEBTEDNESS INCURRED TO PURCHASE SUCH ASSET;
(XII)
LIENS INCURRED OR OTHERWISE ARISING IN CONNECTION WITH THE
SECURITIES TRADING ACTIVITIES OF THE BROKER-DEALER SUBSIDIARIES;
(XIII)
LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT OR ANY BANK TO SECURE
THE OBLIGATIONS; AND
44
(XIV)
LIENS (IN ADDITION TO THOSE SPECIFIED IN CLAUSES (I) THROUGH (XIII)
ABOVE) SECURING INDEBTEDNESS IN AN AGGREGATE AMOUNT FOR THE BORROWER AND ALL OF
ITS CONSOLIDATED SUBSIDIARIES TAKEN TOGETHER NOT IN EXCESS OF $80,000,000
OUTSTANDING AT ANY POINT IN TIME (BUT EXCLUDING FROM THE AMOUNT OF ANY SUCH
INDEBTEDNESS THAT PORTION WHICH IS FULLY COVERED BY INSURANCE AND AS TO WHICH
THE INSURANCE COMPANY HAS ACKNOWLEDGED TO THE ADMINISTRATIVE AGENT ITS COVERAGE
OBLIGATION IN WRITING).
7.4
Restrictions on Investments.
The Borrower will not, and will not
cause, permit, or suffer any of its Consolidated Subsidiaries to, make or permit
to exist or to remain outstanding any Investment except:
(A)
INVESTMENTS IN MARKETABLE SECURITIES, LIQUID INVESTMENTS, AND
OTHER FINANCIAL INSTRUMENTS THAT ARE ACQUIRED FOR INVESTMENT PURPOSES AND THAT
HAVE A VALUE THAT MAY BE READILY ESTABLISHED, INCLUDING ANY SUCH INVESTMENT THAT
MAY