ADMINISTRATIVE AGENT;
(P)
UNSECURED INDEBTEDNESS ISSUED IN CONNECTION
WITH PERMITTED ACQUISITIONS OR TO SPONSOR AND/OR ITS CONTROL INVESTMENT
AFFILIATES, WHICH INDEBTEDNESS (AND ANY GUARANTEES THEREOF) IS SUBORDINATED TO
THE LOANS (AND THE GUARANTEES THEREOF PURSUANT TO THE GUARANTEE AND COLLATERAL
AGREEMENT) AND ON TERMS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT,
INCLUDING BUT NOT LIMITED TO PIK TREATMENT OF ANY INTEREST AND THE TENOR OF SUCH
INDEBTEDNESS;
(Q)
INDEBTEDNESS CONSISTING OF LETTERS OF CREDIT
FOR THE ACCOUNT OF THE BORROWER IN EXISTENCE ON THE CLOSING DATE WITH A FACE
AMOUNT OF UP TO $2,000,000; AND
(R)
OTHER INDEBTEDNESS INCURRED IN THE
ORDINARY COURSE OF BUSINESS IN AN AGGREGATE PRINCIPAL AMOUNT WHICH SHALL NOT
EXCEED $15,000,000 AT ANY ONE TIME OUTSTANDING.
68
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 AND PAYABLE OR
THAT ARE BEING CONTESTED DILIGENTLY IN GOOD FAITH AND 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)
CARRIERS', WAREHOUSEMEN'S, MECHANICS',
MATERIALMEN'S, REPAIRMEN'S LANDLORD'S OR OTHER LIKE LIENS ARISING IN THE
ORDINARY COURSE OF BUSINESS THAT ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 90
DAYS OR THAT ARE BEING CONTESTED DILIGENTLY IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH
WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY
LEGISLATION;
(D)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS,
TRADE CONTRACTS (OTHER THAN FOR BORROWED MONEY), LEASES, STATUTORY OBLIGATIONS,
SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE
NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(E)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND
OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS 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 OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES;
(F)
LIENS SECURING INDEBTEDNESS OF THE
BORROWER OR ANY OTHER SUBSIDIARY INCURRED PURSUANT TO SECTION 8.2(E) TO FINANCE
THE ACQUISITION OF FIXED OR CAPITAL ASSETS, PROVIDED THAT (I) SUCH LIENS SHALL
BE CREATED WITHIN 90 DAYS AFTER THE ACQUISITION OF SUCH FIXED OR CAPITAL ASSETS,
AND (II) SUCH LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER THAN THE
PROPERTY FINANCED BY SUCH INDEBTEDNESS;
(G)
LIENS CREATED PURSUANT TO THE SECURITY
DOCUMENTS;
(H)
JUDGMENT LIENS SECURING JUDGMENTS NOT
CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION 9(H);
(I)
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;
(J)
LIENS SECURING INDEBTEDNESS IN AN AMOUNT
OF NOT MORE THAN $5,000,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING PERMITTED
BY SECTION 8.2(G); PROVIDED SUCH LIENS WERE NOT GRANTED IN CONNECTION WITH, OR
IN CONTEMPLATION