THAT THE AMOUNT OF INDEBTEDNESS SECURED THEREBY IS NOT INCREASED;
89
(M)
LIENS ON FIXED OR CAPITAL ASSETS ACQUIRED, CONSTRUCTED OR IMPROVED
BY HOLDINGS OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT
(I) SUCH SECURITY INTERESTS SECURE INDEBTEDNESS PERMITTED BY SECTION 8.2(E),
(II) SUCH SECURITY INTERESTS AND THE INDEBTEDNESS SECURED THEREBY ARE INCURRED
PRIOR TO OR WITHIN 90 DAYS AFTER SUCH ACQUISITION OR THE COMPLETION OF SUCH
CONSTRUCTION OR IMPROVEMENT, AND (III) SUCH SECURITY INTERESTS SHALL NOT APPLY
TO ANY OTHER PROPERTY OR ASSETS OF HOLDINGS OR ANY SUBSIDIARY;
(N)
LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS;
(O)
ANY INTEREST OR TITLE OF A LESSOR UNDER ANY LEASE ENTERED INTO
BY HOLDINGS OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS AND
COVERING ONLY THE ASSETS SO LEASED;
(P)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY GUARANTORS
INCURRED PURSUANT TO SECTION 8.2(G) SO LONG AS NEITHER (I) THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED THEREBY NOR (II) THE
AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF THE DATE SUCH LIEN IS INCURRED) OF
THE ASSETS SUBJECT THERETO EXCEEDS (AS TO HOLDINGS AND ALL SUBSIDIARIES)
$35,000,000 AT ANY ONE TIME;
(Q)
LIENS IN FAVOR OF SURETY BOND PROVIDERS SECURING PERFORMANCE
AND INDEMNITY OBLIGATIONS OF THE GROUP MEMBERS TO SUCH PROVIDERS IN CONNECTION
WITH SURETY BONDS ISSUED IN THE ORDINARY COURSE OF BUSINESS TO SUPPORT
PERFORMANCE OBLIGATIONS (NOT INCLUDING INDEBTEDNESS) OF SUCH GROUP MEMBERS UNDER
CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS (ANY SUCH SURETY BOND,
A "SECURED SURETY BOND"); PROVIDED THAT (I) TO THE EXTENT THAT ANY SUCH LIEN
BECOMES SECURED AND PERFECTED ON A FIRST PRIORITY BASIS, HOLDINGS OR ANY OF ITS
SUBSIDIARIES SHALL CAUSE, WITHIN 75 DAYS AFTER THE DATE THAT IS THE EARLIER OF
(A) THE DATE THAT HOLDINGS OR ANY OF ITS SUBSIDIARIES BECOMES AWARE OF A DEFAULT
UNDER A CONTRACT IN RESPECT OF WHICH A SECURED SURETY BOND HAS BEEN ISSUED OR
(B) THE DATE THAT HOLDINGS OR ANY OF ITS SUBSIDIARIES BECOMES AWARE THAT SUCH
LIEN HAS BECOME SO PERFECTED, EITHER (X) SUCH LIEN TO BE RELEASED OR TERMINATED
OR (Y) SUCH LIEN TO BE JUNIOR TO THE LIENS CREATED PURSUANT TO THE SECURITY
DOCUMENTS ON TERMS AND CONDITIONS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (II) THE TERMS OF ANY SUCH LIEN SHALL PROVIDE, AT THE TIME PROVISION
IS MADE FOR THE GRANTING OF SUCH LIEN, THAT SUCH LIEN SHALL ONLY BECOME
EFFECTIVE UPON THE OCCURRENCE OF A DEFAULT IN RESPECT OF THE RELATED CONTRACT
FOR WHICH A SECURED SURETY BOND HAS BEEN ISSUED OR A BANKRUPTCY OR SIMILAR EVENT
WITH RESPECT TO THE RELEVANT GROUP MEMBERS;
(R)
ANY LIEN EXISTING ON ANY PROPERTY OR ASSET PRIOR TO THE
ACQUISITION THEREOF BY HOLDINGS OR ANY SUBSIDIARY OR EXISTING ON ANY PROPERTY OR
ASSET OF ANY PERSON THAT BECOMES A SUBSIDIARY AFTER THE EFFECTIVE DATE PRIOR TO
THE TIME SUCH PERSON BECOMES A SUBSIDIARY; PROVIDED THAT (I) SUCH LIEN IS NOT
CREATED IN CONTEMPLATION OF OR