Subsidiary to, directly or indirectly:
7.01
Liens.
Create, incur, assume or suffer to exist any Lien upon any
of its property or assets, whether now owned or hereafter acquired or assign any
right to receive income therefrom, other than the following:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND ANY RENEWALS OR EXTENSIONS
THEREOF, PROVIDED THAT (I) THE PROPERTY COVERED THEREBY IS NOT CHANGED, (II) THE
AMOUNT SECURED OR BENEFITED THEREBY IS NOT INCREASED AND (III) THE DIRECT OR ANY
CONTINGENT OBLIGOR WITH RESPECT THERETO IS NOT CHANGED;
(C)
LIENS FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR CLAIMS NOT
YET DUE OR WHICH ARE BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS, IF ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE
BOOKS OF THE APPLICABLE PERSON IN ACCORDANCE WITH GAAP;
41
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', LANDLORDS' MATERIALMEN'S,
REPAIRMEN'S EMPLOYEES', LABORERS', EMPLOYEES', SUPPLIERS', BANKS', OR OTHER LIKE
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(E)
LIENS OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;
(F)
LIENS OR DEPOSITS TO SECURE THE PERFORMANCE OF TENDERS BIDS,
TRADE CONTRACTS, GOVERNMENT CONTRACTS AND LEASES (OTHER THAN INDEBTEDNESS IN
RESPECT OF BORROWED MONEY), STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS,
PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED (OTHER THAN IN
RESPECT OF APPEAL BONDS) IN THE ORDINARY COURSE OF BUSINESS;
(G)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR CHARGES,
RESTRICTIONS OR ENCUMBRANCES AFFECTING REAL PROPERTY OR IMMATERIAL IMPERFECTIONS
OF TITLE WHICH DO NOT, IN THE AGGREGATE, MATERIALLY INTERFERE WITH THE ORDINARY
CONDUCT OF THE BUSINESS OF THE LOAN PARTIES, TAKEN AS A WHOLE;
(H)
LIENS SECURING JUDGMENTS NOT CONSTITUTING AN EVENT OF DEFAULT
UNDER SECTION 8.01(H);
(I)
LIENS SECURING INDEBTEDNESS OF THE TYPE PERMITTED UNDER SECTION
7.02(F);
(J)
LIENS UPON SPECIFIC ITEMS OF INVENTORY OR OTHER GOODS AND
PROCEEDS OF ANY PERSON SECURING SUCH PERSON'S OBLIGATIONS IN RESPECT OF BANKERS'
ACCEPTANCES ISSUED OR CREATED FOR THE ACCOUNT OF SUCH PERSON TO FACILITATE THE
PURCHASE, SHIPMENT OR STORAGE OF SUCH INVENTORY OR OTHER GOODS;
(K)
LIENS SECURING REIMBURSEMENT OBLIGATIONS WITH RESPECT TO
COMMERCIAL LETTERS OF CREDIT WHICH ENCUMBER DOCUMENTS AND OTHER ASSETS RELATING
TO SUCH LETTERS OF CREDIT AND PRODUCTS AND PROCEEDS THEREOF;
(L)
LIENS ENCUMBERING DEPOSITS MADE TO SECURE OBLIGATIONS ARISING
FROM STATUTORY, REGULATORY, CONTRACTUAL OR WARRANTY REQUIREMENTS OF THE PARENT
OR ITS SUBSIDIARIES, INCLUDING RIGHTS OF OFFSET AND SETOFF;
(M)
BANKERS' LIENS, RIGHTS OF SETOFF AND OTHER SIMILAR LIENS EXISTING
SOLELY WITH RESPECT TO CASH AND CASH EQUIVALENTS ON DEPOSIT IN ONE OR MORE
ACCOUNTS MAINTAINED BY THE PARENT OR ITS SUBSIDIARIES, IN EACH CASE GRANTED IN
THE ORDINARY COURSE OF BUSINESS IN FAVOR OF THE BANK OR BANKS WITH WHICH SUCH
ACCOUNTS ARE MAINTAINED, SECURING AMOUNTS OWING TO SUCH BANK WITH RESPECT TO
CASH MANAGEMENT AND OPERATING ACCOUNT ARRANGEMENTS, INCLUDING THOSE INVOLVING
POOLED ACCOUNTS AND NETTING ARRANGEMENTS, PROVIDED THAT IN NO CASE SHALL ANY
SUCH LIENS SECURE (EITHER DIRECTLY OR INDIRECTLY) THE REPAYMENT OF ANY