any obligation, except for the following Liens
(herein referred to as "Permitted Liens"):
A.
LIENS CREATED UNDER THE SECURITY DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, LIENS SECURING THE SENIOR SECURED NOTES
OBLIGATIONS ON A PARI PASSU BASIS WITH THE OBLIGATIONS, BUT ONLY TO THE EXTENT
THAT SUCH INDEBTEDNESS IS PERMITTED BY SECTION 8.2(B)(VI)) AND LIENS ON CASH,
CASH EQUIVALENTS AND FOREIGN CASH EQUIVALENTS SECURING LC OBLIGATIONS;
B.
CUSTOMARY PERMITTED LIENS;
C.
LIENS ON ANY PROPERTY SECURING
INDEBTEDNESS INCURRED OR ASSUMED FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF
THE ACQUISITION, CONSTRUCTION, REPAIR OR IMPROVEMENT COST OF SUCH PROPERTY, OR
SECURING A SALE AND LEASEBACK TRANSACTION PERMITTED HEREUNDER, AND ANY LIEN
SECURING PERMITTED REFINANCING INDEBTEDNESS OF ANY INDEBTEDNESS SECURED BY ANY
LIEN PERMITTED BY THIS CLAUSE (C); PROVIDED, THAT (A) ANY SUCH LIEN DOES NOT
EXTEND TO ANY OTHER PROPERTY (OTHER THAN ACCESSIONS AND ADDITIONS TO THE
PROPERTY COVERED THEREBY), (B) SUCH LIEN EITHER EXISTS ON THE DATE HEREOF OR IS
CREATED IN CONNECTION WITH THE ACQUISITION, CONSTRUCTION, REPAIR OR IMPROVEMENT
OF SUCH PROPERTY AS PERMITTED BY THIS AGREEMENT, (C) THE INDEBTEDNESS SECURED BY
ANY SUCH LIEN (OR THE CAPITALIZED LEASE OBLIGATION WITH RESPECT TO ANY
CAPITALIZED LEASE) WHEN INCURRED, DOES NOT EXCEED 100% OF THE FAIR MARKET VALUE
OF SUCH ASSETS; AND (D) THE INDEBTEDNESS SECURED THEREBY IS PERMITTED TO BE
INCURRED PURSUANT TO SECTION 8.2(B)(IV), PROVIDED THAT ANY SUCH PERMITTED
REFINANCING INDEBTEDNESS IS NOT INCREASED AND IS NOT SECURED BY ANY ADDITIONAL
ASSETS;
D.
ADDITIONAL LIENS INCURRED BY THE BORROWER
AND ITS SUBSIDIARIES WHICH DO NOT SECURE INDEBTEDNESS FOR MONEY BORROWED SO LONG
AS THE VALUE OF THE PROPERTY SUBJECT TO SUCH LIENS, AND THE OBLIGATIONS SECURED
THEREBY, DO NOT EXCEED $50,000,000 IN THE AGGREGATE AT ANY ONE TIME OUTSTANDING;
E.
LIENS CONSISTING OF AN AGREEMENT TO
SELL, TRANSFER OR DISPOSE OF ANY ASSET (TO THE EXTENT SUCH SALE, TRANSFER OR
DISPOSITION IS PERMITTED HEREBY);
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F.
LIENS IN FAVOR OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES SECURING INTERCOMPANY INDEBTEDNESS AMONG THE BORROWER AND ITS
SUBSIDIARIES PERMITTED TO BE INCURRED IN ACCORDANCE WITH SECTION 8.2(B)(III);
G.
LIENS SECURING INDEBTEDNESS OF FOREIGN
SUBSIDIARIES; PROVIDED, THAT THE AMOUNT OF SUCH INDEBTEDNESS ON THE DATE THAT
SUCH PERSON INCURS (AS DEFINED IN SECTION 8.2(A)) SUCH INDEBTEDNESS, AFTER
GIVING PRO FORMA EFFECT TO SUCH INCURRENCE, DOES NOT EXCEED 5% OF THE BORROWER'S
CONSOLIDATED NET TANGIBLE ASSETS AS OF THE END OF THE MOST RECENT FISCAL QUARTER
FOR WHICH THE BORROWER HAS DELIVERED FINANCIAL STATEMENTS AS REQUIRED BY
SECTION 7.1 IN THE AGGREGATE AT ANY ONE TIME OUTSTANDING;
H.
LIENS (1) EXISTING ON THE EFFECTIVE DATE
LISTED ON SCHEDULE 8.1(H) HEREOF AND ANY EXTENSION, RENEWAL OR REPLACEMENT
THEREOF BUT ONLY IF THE PRINCIPAL AMOUNT OF THE INDEBTEDNESS (INCLUDING, FOR
PURPOSES OF THIS SECTION 8.1(H), ANY ADDITIONAL INDEBTEDNESS INCURRED PURSUANT
TO REVOLVING COMMITMENTS IN AN AMOUNT NOT IN EXCESS OF THE AVAILABLE COMMITMENT
AS SET FORTH ON SCHEDULE 8.2(B)(II) SECURED THEREBY) IS NOT INCREASED AND SUCH
LIENS DO NOT EXTEND TO OR COVER