IS STAYED;
LIENS (OTHER THAN ANY LIEN IMPOSED UNDER ERISA) INCURRED OR DEPOSITS MADE IN THE
ORDINARY COURSE OF BUSINESS (INCLUDING WITHOUT LIMITATION SURETY BONDS AND
APPEAL BONDS), IN CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE
AND OTHER TYPES OF SOCIAL SECURITY BENEFITS, OR TO SECURE THE PERFORMANCE OF
TENDERS, BIDS, LEASES, CONTRACTS, STATUTORY OBLIGATIONS, SURETY AND APPEAL
BONDS, PERFORMANCE AND RETURN-OF-MONEY BONDS AND SIMILAR OBLIGATIONS (EXCLUSIVE
OF INDEBTEDNESS FOR MONEY BORROWED) OR ARISING AS A RESULT OF PROGRESS PAYMENTS
UNDER GOVERNMENT CONTRACTS;
SUBJECT TO ALL OF THE PERTINENT LIMITATIONS CONTAINED IN THIS AGREEMENT, LIENS
FIRST ARISING SUBSEQUENT TO THE CLOSING DATE OF THIS AGREEMENT, ON ASSETS
EXISTING AT THE TIME OF A LOAN PARTY'S ACQUISITION OF SUCH ASSETS, TO SECURE THE
PAYMENT OF ALL OR ANY PART OF THE PURCHASE PRICE OF SUCH ASSETS, PROVIDED THAT
ANY SUCH LIEN DOES NOT EXTEND TO ANY OTHER ASSET;
EASEMENTS (INCLUDING WITHOUT LIMITATION RECIPROCAL EASEMENT AGREEMENTS AND
UTILITY AGREEMENTS), RIGHTS OF WAY, COVENANTS, CONSENTS, RESERVATIONS,
ENCROACHMENTS, VARIATIONS AND OTHER SIMILAR RESTRICTIONS, CHARGES AND
ENCUMBRANCES (WHETHER OR NOT RECORDED), BUILDING RESTRICTIONS, ZONING LAWS AND
OTHER STATUTES, LAWS, RULES, REGULATIONS, ORDINANCES AND RESTRICTIONS AND OTHER
SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS, WHICH DO NOT
SECURE
15
INDEBTEDNESS OR THE DEFERRED PURCHASE PRICE OF ANY ASSET AND WHICH DO NOT
INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESS OF ANY OF THE LOAN PARTIES
OR ANY OF THEIR SUBSIDIARIES AND WHICH DO NOT MATERIALLY DETRACT, IN THE
ADMINISTRATIVE AGENT'S SOLE DISCRETION EXERCISED IN GOOD FAITH, FROM THE VALUE
OF THE PROPERTY TO WHICH THEY ATTACH OR MATERIALLY IMPAIR THE UTILITY OR USE
THEREOF BY A LOAN PARTY OR ITS SUBSIDIARIES;
LIENS ON FILE IN THE UNIFORM COMMERCIAL CODE RECORDS TO THE LIMITED EXTENT AND
TO THOSE PERSONS SPECIFICALLY LISTED ON SCHEDULE 1.1 HERETO, EACH OF WHICH ARE
TO BE LIMITED TO SECURING ONLY OBLIGATIONS OF A LOAN PARTY TO THE PERTINENT
LIENHOLDER OUTSTANDING AS OF THE CLOSING DATE, IN AN AMOUNT IN EACH INSTANCE NOT
TO EXCEED THE DOLLAR LIMITATION ALSO SET FORTH ON SAID SCHEDULE;
LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF THE
LENDERS;
THE RIGHTS OF ANY DEALER NOTE PURCHASE PARTY WITH RESPECT TO ANY ACCOUNTS
FINANCED BY IT PURSUANT TO ANY DEALER NOTE PURCHASE AGREEMENT; AND
THE RIGHT, TITLE AND INTEREST OF NYCIDA TO THE PROPERTY LOCATED AT 19TH AND
STEINWAY PLACE PURSUANT TO (I) THE GUARANTY AGREEMENT, DATED AS OF JUNE 1, 1999
FROM STEINWAY TO THE NYCIDA, (II) THE PILOT ESCROW AGREEMENT, DATED AS OF JUNE
1, 1999, BY AND AMONG STEINWAY, THE NYCIDA AND THE UNITED STATES TRUST COMPANY
AND (III) THE LEASE AGREEMENT, DATED AS OF JUNE 1, 1999 BETWEEN STEINWAY AND THE
NYCIDA.
Nothing contained in this definition, in this Agreement or elsewhere, however,
shall or shall be deemed, however, to recognize or establish any Lien priority
or any other right or entitlement of any Person claiming or entitled to a
Permitted Encumbrance hereunder. Wherever it appears, the term