TO ANY LIEN ON
SUCH ASSETS PURSUANT TO THE COLLATERAL DOCUMENTS;
(M)
LICENSES, SUBLICENSES, LEASES OR SUBLEASES WITH RESPECT TO ANY
ASSETS GRANTED TO THIRD PERSONS IN THE ORDINARY COURSE OF BUSINESS; PROVIDED
THAT THE SAME (I) DO NOT IN ANY MATERIAL RESPECT INTERFERE WITH THE BUSINESS OF
THE BORROWER OR ITS SUBSIDIARIES OR MATERIALLY DETRACT FROM THE VALUE OF THE
RELATIVE ASSETS OF THE BORROWER OR ITS SUBSIDIARIES AND (II) ARE SUBJECT AND
SUBORDINATE TO ANY LIEN ON SUCH ASSETS PURSUANT TO THE COLLATERAL DOCUMENTS;
(N)
LIENS WHICH ARISE UNDER ARTICLE 4 OF THE UNIFORM COMMERCIAL CODE
IN ANY APPLICABLE JURISDICTIONS ON ITEMS IN COLLECTION AND DOCUMENTS AND
PROCEEDS RELATED THERETO;
(O)
PRECAUTIONARY FILINGS OF FINANCING STATEMENTS UNDER THE UNIFORM
COMMERCIAL CODE OF ANY APPLICABLE JURISDICTIONS IN RESPECT OF OPERATING LEASES
OR CONSIGNMENTS ENTERED INTO BY THE BORROWER OR ITS SUBSIDIARIES IN THE ORDINARY
COURSE OF BUSINESS;
(P)
LIENS ON ANY PROPERTY OR ASSETS (OTHER THAN ANY EQUITY INTERESTS
IN ANY PERSON) EXISTING AT THE TIME SUCH PROPERTY OR ASSETS IS OR ARE PURCHASED
OR OTHERWISE ACQUIRED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES; PROVIDED THAT
ANY SUCH LIEN WAS NOT CREATED IN CONTEMPLATION OF SUCH PURCHASE OR ACQUISITION
AND DOES NOT EXTEND TO ANY ASSETS OTHER THAN THE ASSETS SO ACQUIRED BY THE
BORROWER OR SUCH SUBSIDIARY; AND PROVIDED FURTHER THAT ANY INDEBTEDNESS OR OTHER
OBLIGATIONS SECURED BY SUCH LIENS SHALL OTHERWISE BE PERMITTED UNDER SECTION
7.02;
(Q)
SUBJECT TO THE EXECUTION OF THE INTERCREDITOR AGREEMENT, LIENS
CREATED UNDER THE SECOND LIEN LOAN DOCUMENTS SECURING OBLIGATIONS UNDER THE
SECOND LIEN LOAN DOCUMENTS, IN ALL CASES SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT;
(R)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A
MATTER OF LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS;
(S)
LIENS INCURRED IN CONNECTION WITH THE PURCHASE OR SHIPPING OF
GOODS OR ASSETS ON THE RELATED GOODS OR ASSETS AND PROCEEDS THEREOF IN FAVOR OF
THE SELLER OR SHIPPER OF SUCH GOODS OR ASSETS OR PURSUANT TO CUSTOMARY
RESERVATIONS OR RETENTIONS OF TITLE ARISING IN THE ORDINARY COURSE OF BUSINESS
AND IN ANY CASE NOT SECURING INDEBTEDNESS;
(T)
LIENS ATTACHING TO CASH EARNEST MONEY DEPOSITS IN CONNECTION WITH
ANY LETTER OF INTENT OR PURCHASE AGREEMENT IN RESPECT OF A PERMITTED ACQUISITION
THAT DO NOT EXCEED IN THE AGGREGATE AT ANY TIME OUTSTANDING 5% OF THE TOTAL
CONSIDERATION FOR ALL PERMITTED ACQUISITIONS THEN SUBJECT TO LETTERS OF INTENT
OR PURCHASE AGREEMENTS;
(U)
LIENS ON UNEARNED INSURANCE PREMIUMS IN CONNECTION WITH
INDEBTEDNESS PERMITTED UNDER SECTION 7.02(C)(XI);
(V)
OTHER LIENS SECURING INDEBTEDNESS OUTSTANDING IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $2,000,000; PROVIDED THAT NO SUCH LIEN MAY BE
GRANTED WHEN ANY DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(W)
TO THE EXTENT REQUIRED PURSUANT TO THE EXISTING INDENTURE, LIENS ON
THE COLLATERAL SECURING THE EXISTING NOTES ON A EQUAL AND RATABLE BASIS WITH THE
LIENS ON THE COLLATERAL SECURING THE OBLIGATIONS OF THE LOAN PARTIES UNDER THE