or to exist any Lien upon any of its assets, except the following
("Permitted Liens"):
(I)
PLEDGES OR DEPOSITS MADE TO SECURE PAYMENT OF WORKER'S
COMPENSATION, OR TO PARTICIPATE IN ANY FUND IN CONNECTION WITH WORKER'S
COMPENSATION, UNEMPLOYMENT INSURANCE, PENSIONS, OR OTHER SOCIAL SECURITY
PROGRAMS;
(II)
PLEDGES OR DEPOSITS MADE TO SECURE PERFORMANCE OF BIDS, TENDERS,
INSURANCE OR OTHER CONTACTS (OTHER THAN FOR THE REPAYMENT OF BORROWED MONEY), OR
LEASES, OR TO SECURE STATUTORY OBLIGATIONS, SURETY OR APPEAL BONDS, OR
INDEMNITY, PERFORMANCE, OR OTHER SIMILAR BONDS AS ALL SUCH LIENS ARISE IN THE
ORDINARY COURSE OF BUSINESS OF THE COMPANIES;
(III)
ENCUMBRANCES CONSISTING OF ZONING RESTRICTIONS, EASEMENTS,
RIGHTS-OF-WAY, COVENANTS, MINOR EXCEPTIONS TO TITLE, OR OTHER RESTRICTIONS ON
THE USE OF REAL PROPERTY, NONE OF WHICH IMPAIR IN ANY MATERIAL RESPECT THE USE
OF SUCH PROPERTY BY THE PERSON IN QUESTION IN THE OPERATION OF ITS BUSINESS, AND
NONE OF WHICH IS VIOLATED BY EXISTING OR PROPOSED STRUCTURES OR LAND USE (WHERE
SUCH VIOLATION COULD BE A MATERIAL ADVERSE EVENT);
(IV)
LIENS OF LANDLORDS OR OF MORTGAGEES OF LANDLORDS ON FIXTURES AND
MOVABLE PROPERTY LOCATED ON PREMISES LEASED IN THE ORDINARY COURSE OF BUSINESS;
(V)
CLAIMS AND LIENS FOR TAXES (A) THAT ARE NOT DUE AND PAYABLE, OR
(B) IN WHICH THE APPLICABILITY, AMOUNT, OR VALIDITY OF WHICH IS BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, AND AGAINST WHICH
RESERVES OR OTHER PROVISIONS REQUIRED BY GAAP HAVE BEEN MADE AND LEVY AND
EXECUTION THEREON HAVE BEEN STAYED AND CONTINUE TO BE STAYED;
(VI)
CLAIMS AND LIENS OF MECHANICS, MATERIALMEN, WAREHOUSEMEN,
CARRIERS, LANDLORDS, OR OTHER LIKE LIENS IN WHICH (A) THE AMOUNTS DUE THEREUNDER
ARE NOT OVERDUE FOR A PERIOD OF MORE THAN THIRTY (30) DAYS, OR (B) THE
APPLICABILITY, AMOUNT, OR VALIDITY OF WHICH IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED,
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and against which reserves or other provisions required by GAAP have been made
and levy and execution thereon have been stayed and continue to be stayed;
(VII)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE 10.3,
SECURING DEBT EXISTING AS OF THE EXECUTION DATE AND ANY REFINANCINGS, RENEWALS,
OR EXTENSIONS THEREOF (WITHOUT ANY INCREASE IN THE PRINCIPAL AMOUNT THEREOF);
(VIII)
LIENS ON ASSETS ACQUIRED PURSUANT TO A PERMITTED ACQUISITION
SECURING DEBT OF ANY COMPANY ASSUMED IN CONNECTION WITH SUCH PERMITTED
ACQUISITION NOT TO EXCEED FIFTEEN PERCENT (15%) OF THE AGGREGATE CONSIDERATION
FOR SUCH PERMITTED ACQUISITION;
(IX)
ANY INTEREST OR TITLE OF A LESSOR UNDER ANY LEASE ENTERED INTO BY
ANY COMPANY IN THE ORDINARY COURSE OF ITS BUSINESS AND COVERING ONLY THE ASSETS
SO LEASED;
(X)
ANY OBLIGATIONS OR DUTIES AFFECTING ANY OF THE PROPERTIES OF ANY
COMPANY TO ANY MUNICIPALITY OR PUBLIC AUTHORITY WITH RESPECT TO ANY FRANCHISE,
GRANT, LICENSE, OR PERMIT WHICH DO NOT MATERIALLY IMPAIR THE USE OF SUCH
PROPERTY FOR THE PURPOSES FOR WHICH IT IS HELD;
(XI)
LIENS IMPOSED BY OPERATION OF LAW WITH RESPECT TO ANY JUDGMENTS
OR ORDERS NOT CONSTITUTING A DEFAULT;