THE BORROWER INCURRED PURSUANT TO THE
LAST SENTENCE OF SECTION 7.6 IN LIEU OF RESTRICTED PAYMENTS OTHERWISE PERMITTED
UNDER SECTION 7.6(D), (E), (F) OR (L)(II).
7.3
Limitation on Liens.
Create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except
for:
(A)
(I) LIENS FOR TAXES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES NOT
YET DUE OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS,
PROVIDED THAT ADEQUATE
82
RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE BORROWER OR ITS
SUBSIDIARIES, AS THE CASE MAY BE, IN CONFORMITY WITH GAAP AND (II) LIENS IN
FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A MATTER OF LAW TO SECURE
PAYMENTS OF CUSTOMS DUTIES IN CONNECTION WITH THE IMPORTATION OF GOODS;
(B)
STATUTORY LANDLORD'S LIENS, VENDORS', CARRIERS', WAREHOUSEMEN'S,
MECHANICS', MATERIALMEN'S, REPAIRMEN'S, SUPPLIERS', WORKERS' CONSTRUCTION OR
OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(C)
PLEDGES OR DEPOSITS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY, OLD AGE PENSION OR PUBLIC
LIABILITY OBLIGATIONS OR ANY OTHER LIABILITIES OF LIKE NATURE;
(D)
DEPOSITS OF CASH OR SECURITIES BY OR ON BEHALF OF THE BORROWER OR
ANY OF ITS SUBSIDIARIES TO SECURE THE PERFORMANCE OF LETTERS OF INTENT OR
PURCHASE AGREEMENTS PERMITTED UNDER THIS AGREEMENT, BIDS, TENDERS, TRADE
CONTRACTS (OTHER THAN FOR BORROWED MONEY), GOVERNMENT CONTRACTS, LEASES,
STATUTORY OBLIGATIONS, REGULATORY OBLIGATIONS, SURETY AND APPEAL BONDS,
PERFORMANCE AND RETURN OF MONEY BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE;
(E)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, RESERVATIONS (TO THE
EXTENT EXISTING IMMEDIATELY PRIOR TO THE CLOSING DATE WHICH RESERVATIONS
INCLUDE CONVEYANCES OR LEASES OF OIL, GAS OR OTHER MINERALS (WHETHER SIMILAR OR
DISSIMILAR TO HYDROCARBONS, SUCH AS COAL, SAND, GRAVEL OR HARD ROCK MINERALS)),
SERVITUDES, PERMITS, CONDITIONS, COVENANTS AND OTHER ENCUMBRANCES INCURRED IN
THE ORDINARY COURSE OF BUSINESS WHICH, IN THE AGGREGATE, DO NOT MATERIALLY
DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE
WITH THE ORDINARY CONDUCT OF THE BUSINESS OF THE BORROWER AND OF ITS
SUBSIDIARIES, TAKEN AS A WHOLE;
(F)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE 7.3(F),
SECURING INDEBTEDNESS PERMITTED BY SECTION 7.2(D) OR OTHER OBLIGATIONS (NOT
CONSTITUTING INDEBTEDNESS) OF THE BORROWER AND ITS SUBSIDIARIES, PROVIDED THAT
NO SUCH LIEN IS SPREAD TO COVER ANY ADDITIONAL PROPERTY AFTER THE CLOSING DATE
(OTHER THAN AFTER ACQUIRED TITLE IN OR ON SUCH PROPERTY AND PROCEEDS OF THE
EXISTING COLLATERAL IN ACCORDANCE WITH THE INSTRUMENT CREATING SUCH LIEN
(WITHOUT ANY MODIFICATION THEREOF AFTER THE CLOSING DATE)) AND THAT, TO THE
EXTENT SUCH LIENS SECURE INDEBTEDNESS, THE AMOUNT OF INDEBTEDNESS SECURED
THEREBY IS NOT INCREASED EXCEPT (A) AS PERMITTED BY SECTION 7.2(D) AND (B)
PURSUANT TO THE INSTRUMENT CREATING SUCH LIEN (WITHOUT ANY MODIFICATION THEREOF
AFTER THE CLOSING DATE);
(G)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES INCURRED PURSUANT TO SECTION 7.2(C) TO FINANCE THE ACQUISITION,
CONSTRUCTION OR IMPROVEMENT OF FIXED OR CAPITAL ASSETS, PROVIDED THAT (I) SUCH
LIENS SHALL