(iii) carriers, warehousemens, mechanics, materialmens, repairmens or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;
(iv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in title and other similar encumbrances including the reservations, limitations, provisos and conditions, which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property of James Oxford, any James Oxford Entity or any James Oxford Subsidiary, as applicable, or materially interfere with the ordinary conduct of the business of the applicable Person;
(v) statutory rights of set-off arising in the ordinary course of business;
(vi) with respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially impair the use of such real property;
(vii) Liens on any cash earnest money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement; and
(viii) Liens arising under the Note Documentation.
Section 9.3. Indebtedness. (a) The Company will not directly or indirectly create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Priority Debt other than Indebtedness hereunder.
(b) The Company will not permit James Oxford, any James Oxford Entity or any James Oxford Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness, except:
(i) Indebtedness outstanding on the date hereof that is listed on Schedule 5.6 hereto and any refinancings, refundings, renewals or extensions thereof; provided the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and
(ii) other Indebtedness not permitted in clause (b)(i) above in an aggregate principal amount not to exceed $5,000,000.
Section 9.4. Dispositions. The Company will not and will not permit James Oxford, any James Oxford Entity or any James Oxford Subsidiary to make any Disposition (other than the incurrence of any Lien not prohibited under Section 9.2), unless:
(a) with respect to any Casualty or Condemnation Event, the Company prepays or causes to be prepaid the Notes to the extent required by Section 7.2; or
(b) with respect to any other Disposition, (i) the Company, James Oxford, such James Oxford Entity or such James Oxford Subsidiary receives consideration (A) at least equal to the fair