PORTION OF THE PURCHASE PRICE THEREOF OR
TO SECURE INDEBTEDNESS INCURRED SOLELY FOR THE PURPOSE OF FINANCING THE
ACQUISITION OF ANY SUCH EQUIPMENT OR MACHINERY OR EXTENSIONS, RENEWALS OR
REPLACEMENTS OF ANY OF THE FOREGOING FOR THE SAME OR A LESSER AMOUNT, PROVIDED
THAT (X) THE INDEBTEDNESS SECURED BY SUCH LIENS IS PERMITTED BY SECTION
10.04(IV) AND (Y) IN ALL EVENTS, THE LIEN ENCUMBERING THE EQUIPMENT OR MACHINERY
SO ACQUIRED DOES NOT ENCUMBER ANY OTHER ASSET OF THE BORROWER OR ITS
SUBSIDIARIES;
(VIII)
ZONING RESTRICTIONS, MUNICIPAL ORDINANCES, BUILDING CODES,
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, ENCROACHMENTS AND OTHER SIMILAR CHARGES
OR ENCUMBRANCES, AND MINOR TITLE DEFICIENCIES, IN EACH CASE NOT SECURING
INDEBTEDNESS AND NOT MATERIALLY INTERFERING WITH THE CONDUCT OF THE BUSINESS OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(IX)
LIENS ARISING FROM PRECAUTIONARY UCC FINANCING STATEMENT FILINGS
REGARDING OPERATING LEASES ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(X)
LIENS ARISING FROM JUDGMENTS, DECREES OR ATTACHMENTS (OR SECURING
OF APPEAL BONDS WITH RESPECT THERETO) IN CIRCUMSTANCES NOT CONSTITUTING AN EVENT
OF DEFAULT;
68
(XI)
STATUTORY AND COMMON LAW LANDLORDS' LIENS UNDER LEASES OR
SUBLEASES TO WHICH THE BORROWER OR ANY OF ITS SUBSIDIARIES IS A PARTY;
(XII)
LIENS (OTHER THAN LIENS IMPOSED UNDER ERISA) INCURRED IN THE
ORDINARY COURSE OF BUSINESS IN CONNECTION WITH WORKERS' COMPENSATION CLAIMS,
UNEMPLOYMENT INSURANCE AND SOCIAL SECURITY BENEFITS AND LIENS SECURING THE
PERFORMANCE OF BIDS, TENDERS, LEASES AND CONTRACTS IN THE ORDINARY COURSE OF
BUSINESS, STATUTORY OBLIGATIONS, SURETY BONDS, PERFORMANCE BONDS AND OTHER
OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH PAST PRACTICE (EXCLUSIVE OF OBLIGATIONS IN RESPECT OF THE
PAYMENT FOR BORROWED MONEY), PROVIDED THAT THE AGGREGATE AMOUNT OF ALL CASH AND
THE FAIR MARKET VALUE OF ALL OTHER PROPERTY SUBJECT TO ALL LIENS PERMITTED BY
THIS CLAUSE (XII) SHALL NOT AT ANY TIME EXCEED $3.0 MILLION;
(XIII)
LIENS ARISING OUT OF ANY CONDITIONAL SALE, TITLE RETENTION,
CONSIGNMENT OR OTHER SIMILAR ARRANGEMENTS FOR THE SALE OF GOODS ENTERED INTO BY
THE BORROWER OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS TO
THE EXTENT SUCH LIENS DO NOT ATTACH TO ANY ASSETS OTHER THAN THE GOODS SUBJECT
TO SUCH ARRANGEMENTS;
(XIV)
LIENS (X) INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION
WITH THE PURCHASE OR SHIPPING OF GOODS OR ASSETS (OR THE RELATED ASSETS AND
PROCEEDS THEREOF), WHICH LIENS ARE IN FAVOR OF THE SELLER OR SHIPPER OF SUCH
GOODS OR ASSETS AND ONLY ATTACH TO SUCH GOODS OR ASSETS, AND (Y) 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;
(XV)
LIENS ARISING UNDER ARTICLE 2 OR ARTICLE 4 OF THE UCC AND 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
BORROWER OR ANY SUBSIDIARY, IN EACH CASE GRANTED IN THE ORDINARY COURSE OF
BUSINESS IN