AGREEMENT (AS IN EFFECT ON THE DATE HEREOF) AND UP TO $1,000,000 IN
ADDITIONAL OUTSTANDING ADVANCES UNDER THE COKE BEVERAGE MARKETING AGREEMENT; AND
(M)
ADDITIONAL INDEBTEDNESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
(NOT OTHERWISE PERMITTED UNDER THIS SECTION 8.2) IN AN AGGREGATE PRINCIPAL
AMOUNT (FOR THE BORROWER AND ALL SUBSIDIARIES) NOT TO EXCEED $5,000,000 AT ANY
ONE TIME OUTSTANDING.
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 OR THAT ARE BEING CONTESTED OR
DISPUTED IN GOOD FAITH 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)
LIENS ON THE COLLATERAL SECURING INDEBTEDNESS OF BORROWER AND ITS
SUBSIDIARIES PERMITTED BY SECTION 8.2(B) AS LONG AS SUCH LIENS ARE SUBORDINATE
TO THE LIENS SECURING THE FIRST LIEN OBLIGATIONS PURSUANT TO THE PROVISIONS OF
THE INTERCREDITOR AGREEMENT (OTHER THAN AS A RESULT OF ANY AMENDMENT OR WAIVER
PURSUANT TO SECTION 8.3 OF THE INTERCREDITOR AGREEMENT WITH RESPECT TO WHICH THE
BORROWER HAS NOT CONSENTED OR APPROVED);
(C)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S,
LANDLORDS' OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS THAT
ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 45 DAYS OR THAT ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(D)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;
(E)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER
THAN FOR BORROWED MONEY), OBLIGATIONS FOR UTILITIES, LEASES, STATUTORY
OBLIGATIONS, SURETY AND APPEAL BONDS, REPLEVIN BONDS, PERFORMANCE BONDS AND
OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(F)
ZONING RESTRICTIONS, EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND
OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND MINOR
IRREGULARITIES OF TITLE
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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 UTILIZING THE
PROPERTY SUBJECT TO SUCH ENCUMBRANCES AND RESTRICTIONS;
(G)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE 8.3(G),
SECURING INDEBTEDNESS PERMITTED BY SECTION 8.2(F), PROVIDED THAT NO SUCH LIEN IS
SPREAD TO COVER ANY ADDITIONAL PROPERTY AFTER THE CLOSING DATE AND THAT THE
AMOUNT OF INDEBTEDNESS SECURED THEREBY IS NOT INCREASED (OTHER THAN ACCRUAL OF
INTEREST, FEES AND COSTS IN ACCORDANCE WITH THE TERMS THEREOF);
(H)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY OTHER
SUBSIDIARY INCURRED PURSUANT TO SECTION 8.2(G) TO FINANCE THE ACQUISITION OF
FIXED OR CAPITAL ASSETS, PROVIDED THAT (I) SUCH LIENS SHALL BE CREATED
SUBSTANTIALLY SIMULTANEOUSLY WITH THE ACQUISITION OF SUCH FIXED OR CAPITAL
ASSETS, (II) SUCH LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER THAN THE
PROPERTY FINANCED BY SUCH INDEBTEDNESS AND (III) THE AMOUNT OF INDEBTEDNESS
SECURED THEREBY IS