NOT PERMIT OR CAUSE ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR
INDIRECTLY, MAKE, CREATE, INCUR, ASSUME OR SUFFER TO EXIST, ANY LIEN UPON OR
WITH RESPECT TO ANY PART OF ITS PROPERTY OR ASSETS, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OR FILE OR PERMIT THE FILING OF, OR PERMIT TO REMAIN IN
EFFECT, ANY FINANCING STATEMENT OR OTHER SIMILAR NOTICE OF ANY LIEN WITH RESPECT
TO ANY SUCH PROPERTY, ASSET, INCOME OR PROFITS UNDER THE UNIFORM COMMERCIAL CODE
OF ANY STATE OR UNDER ANY SIMILAR RECORDING OR NOTICE STATUTE, OR AGREE TO DO
ANY OF THE FOREGOING, OTHER THAN THE FOLLOWING (COLLECTIVELY, "PERMITTED
LIENS"):
95
(I)
LIENS IN FAVOR OF THE ADMINISTRATIVE
AGENT AND THE LENDERS CREATED BY OR OTHERWISE EXISTING UNDER OR IN CONNECTION
WITH THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS;
(II)
LIENS IN EXISTENCE ON THE CLOSING DATE AND
SET FORTH ON SCHEDULE 8.3, AND ANY EXTENSIONS, RENEWALS OR REPLACEMENTS THEREOF;
PROVIDED THAT ANY SUCH EXTENSION, RENEWAL OR REPLACEMENT LIEN SHALL BE LIMITED
TO ALL OR A PART OF THE PROPERTY THAT SECURED THE LIEN SO EXTENDED, RENEWED OR
REPLACED (PLUS ANY IMPROVEMENTS ON SUCH PROPERTY) AND SHALL SECURE ONLY THOSE
OBLIGATIONS THAT IT SECURES ON THE DATE HEREOF (AND ANY RENEWALS, REPLACEMENTS,
REFINANCINGS OR EXTENSIONS OF SUCH OBLIGATIONS THAT DO NOT INCREASE THE
OUTSTANDING PRINCIPAL AMOUNT THEREOF);
(III)
LIENS IMPOSED BY LAW, SUCH AS LIENS OF
CARRIERS, WAREHOUSEMEN, MECHANICS, MATERIALMEN AND LANDLORDS, INCURRED IN THE
ORDINARY COURSE OF BUSINESS FOR SUMS NOT CONSTITUTING BORROWED MONEY THAT ARE
NOT OVERDUE FOR A PERIOD OF MORE THAN SIXTY (60) DAYS OR THAT ARE BEING
CONTESTED IN GOOD FAITH (AND BY APPROPRIATE PROCEEDINGS, EXCEPT WITH RESPECT TO
CLAIMS NOT EXCEEDING $250,000 IN THE AGGREGATE AT ANY TIME) AND FOR WHICH
ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP (IF SO
REQUIRED);
(IV)
LIENS (OTHER THAN ANY LIEN IMPOSED BY ERISA,
THE CREATION OR INCURRENCE OF WHICH WOULD RESULT IN AN EVENT OF DEFAULT UNDER
SECTION 9.1(J)) INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH
WORKER'S COMPENSATION, UNEMPLOYMENT INSURANCE OR OTHER FORMS OF GOVERNMENTAL
INSURANCE OR BENEFITS, OR TO SECURE THE PERFORMANCE OF LETTERS OF CREDIT,
CUSTOMS BONDS, BIDS, TENDERS, STATUTORY OBLIGATIONS, INDEMNITY, SURETY AND
APPEAL BONDS, LEASES, PUBLIC OR STATUTORY OBLIGATIONS, CONTRACTS AND OTHER
SIMILAR OBLIGATIONS (OTHER THAN OBLIGATIONS FOR BORROWED MONEY) ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS;
(V)
LIENS FOR TAXES, ASSESSMENTS OR OTHER
GOVERNMENTAL CHARGES OR STATUTORY OBLIGATIONS THAT ARE NOT DELINQUENT OR REMAIN
PAYABLE WITHOUT ANY PENALTY OR THAT ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN
ACCORDANCE WITH GAAP (IF SO REQUIRED);
(VI)
ANY ATTACHMENT OR JUDGMENT LIEN NOT
CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION 9.1(H);
(VII)
LIENS SECURING THE INDEBTEDNESS PERMITTED UNDER
SECTION 8.2(III), PROVIDED THAT (X) ANY SUCH LIEN SHALL ATTACH TO THE PROPERTY
BEING ACQUIRED, CONSTRUCTED OR IMPROVED WITH SUCH INDEBTEDNESS CONCURRENTLY WITH
OR WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER THE ACQUISITION (OR COMPLETION