PAYMENTS WHICH REDUCE THE
INCURRED PREMIUMS ON SUCH INSURANCE POLICIES AND (B) RIGHTS WHICH MAY ARISE
UNDER STATE INSURANCE GUARANTEE FUNDS RELATING TO ANY SUCH INSURANCE POLICY, IN
EACH CASE SECURING INDEBTEDNESS PERMITTED TO BE INCURRED PURSUANT TO SECTION
7.01(VIII);
(X)
LIENS ARISING SOLELY BY VIRTUE OF ANY STATUTORY OR COMMON LAW
PROVISION RELATING TO BANKER'S LIENS, RIGHTS OF SET-OFF OR SIMILAR RIGHTS, IN
EACH CASE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(XI)
LICENSES, LEASES OR SUBLEASES GRANTED TO THIRD PERSONS OR TO THE
BORROWER OR ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF BUSINESS NOT INTERFERING IN ANY MATERIAL RESPECT WITH THE
BUSINESS OF ANY GROUP COMPANY AND NOT OTHERWISE PROHIBITED BY SECTION 7.05(XIV);
(XII)
ZONING RESTRICTIONS, BUILDING CODES, LAND USE AND OTHER SIMILAR
LAWS AND MUNICIPAL ORDINANCES, EASEMENTS, RIGHTS OF WAY, LICENSES, RESERVATIONS,
COVENANTS, CONDITIONS, WAIVERS, RESTRICTIONS ON THE USE OF PROPERTY OR OTHER
MINOR ENCUMBRANCES OR IRREGULARITIES OF TITLE NOT SECURING INDEBTEDNESS OR SWAP
OBLIGATIONS WHICH DO NOT, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY IMPAIR
THE USE OF ANY PROPERTY IN THE OPERATION OR BUSINESS OF HOLDINGS OR ANY OF ITS
SUBSIDIARIES OR THE VALUE OF SUCH PROPERTY FOR THE PURPOSE OF SUCH BUSINESS;
(XIII)
LIENS ARISING FROM PRECAUTIONARY UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS REGARDING, AND ANY INTEREST OR TITLE OF A LICENSOR, LESSOR
OR SUBLESSOR UNDER, OPERATING LEASES PERMITTED BY THIS AGREEMENT;
(XIV)
LIENS IN FAVOR OF LESSOR, SUBLESSOR, LESSEES OR SUBLESSEES SECURING
OPERATING LEASES;
(XV)
LIENS ARISING FROM JUDGMENTS, DECREES OR ATTACHMENTS (OR SECURING
OF APPEAL BONDS WITH RESPECT THERETO) IN CIRCUMSTANCES NOT CONSTITUTING AN EVENT
OF DEFAULT UNDER SECTION 8.01; PROVIDED THAT NO CASH OR OTHER PROPERTY (OTHER
THAN PROCEEDS OF INSURANCE PAYABLE BY REASON OF SUCH JUDGMENTS, DECREES OR
ATTACHMENTS) THE FAIR VALUE OF WHICH EXCEEDS $2,500,000 IS DEPOSITED OR
DELIVERED TO SECURE ANY SUCH JUDGMENT, DECREE OR AWARD, OR ANY APPEAL BOND IN
RESPECT THEREOF;
(XVI)
LIENS SECURING INDEBTEDNESS PERMITTED TO BE INCURRED UNDER SECTION
7.01(I), (III), AND (IV);
(XVII)
ANY LIEN EXISTING ON ANY ASSET OF ANY PERSON AT THE TIME SUCH
PERSON BECOMES A SUBSIDIARY OF THE BORROWER AND NOT CREATED IN CONTEMPLATION OF
SUCH EVENT;
103
(XVIII)
ANY LIEN ON ANY ASSET (OTHER THAN ON THE EQUITY INTERESTS OF ONE OR
MORE SUBSIDIARIES) OF ANY PERSON EXISTING AT THE TIME SUCH PERSON IS MERGED OR
CONSOLIDATED WITH OR INTO THE BORROWER OR A SUBSIDIARY OF THE BORROWER AND NOT
CREATED IN CONTEMPLATION OF SUCH EVENT;
(XIX)
ANY LIEN EXISTING ON ANY ASSET (OTHER THAN ON THE EQUITY INTERESTS
OF ONE OR MORE SUBSIDIARIES) PRIOR TO THE ACQUISITION THEREOF BY THE BORROWER OR
A SUBSIDIARY OF THE BORROWER AND NOT CREATED IN CONTEMPLATION OF SUCH
ACQUISITION;
(XX)
LIENS SOLELY ON ANY CASH EARNEST MONEY DEPOSITS MADE BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH ANY LETTER OF INTENT OR
PURCHASE AGREEMENT WITH RESPECT TO A PERMITTED BUSINESS ACQUISITION OR A
PERMITTED JOINT VENTURE;
(XXI)
LIENS ON CASH AND CASH EQUIVALENTS