AS OF THE EFFECTIVE DATE;
(G)
PLEDGES AND DEPOSITS OF CASH BY ANY BORROWER OR GUARANTOR AFTER THE
EFFECTIVE DATE TO SECURE THE PERFORMANCE OF TENDERS, BIDS, LEASES, TRADE
CONTRACTS (OTHER THAN FOR THE REPAYMENT OF INDEBTEDNESS), LEASES, SURETY AND
APPEAL BONDS, STATUTORY OBLIGATIONS AND OTHER SIMILAR OBLIGATIONS IN EACH CASE
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THE CURRENT PRACTICES OF SUCH
BORROWER OR GUARANTOR AS OF THE EFFECTIVE DATE;
(H)
LIENS ARISING FROM (I) OPERATING LEASES AND THE PRECAUTIONARY UCC
FINANCING STATEMENT FILINGS IN RESPECT THEREOF AND (II) EQUIPMENT OR OTHER GOODS
WHICH ARE NOT OWNED BY ANY BORROWER OR GUARANTOR LOCATED ON THE PREMISES OF SUCH
BORROWER OR GUARANTOR (BUT NOT IN CONNECTION WITH, OR AS PART OF, THE FINANCING
THEREOF), WHETHER PURSUANT TO CONSIGNMENT ARRANGEMENTS OR OTHERWISE, FROM TIME
TO TIME IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH CURRENT PRACTICES
OF SUCH BORROWER OR GUARANTOR AND THE PRECAUTIONARY UCC FINANCING STATEMENT
FILINGS IN RESPECT THEREOF;
138
(I)
LIENS OR RIGHTS OF SETOFF AGAINST CREDIT BALANCES OF BORROWERS WITH
CREDIT CARD ISSUERS OR CREDIT CARD PROCESSORS OR AMOUNTS OWING BY SUCH CREDIT
CARD ISSUERS OR CREDIT CARD PROCESSORS TO BORROWERS IN THE ORDINARY COURSE OF
BUSINESS, BUT NOT LIENS ON OR RIGHTS OF SETOFF AGAINST ANY OTHER PROPERTY OR
ASSETS OF BORROWERS OR GUARANTORS, PURSUANT TO THE CREDIT CARD AGREEMENTS (AS IN
EFFECT ON THE EFFECTIVE DATE) TO SECURE THE OBLIGATIONS OF BORROWERS TO THE
CREDIT CARD ISSUERS OR CREDIT CARD PROCESSORS AS A RESULT OF FEES AND
CHARGEBACKS;
(J)
STATUTORY OR COMMON LAW LIENS OR RIGHTS OF SETOFF OF DEPOSITORY BANKS
WITH RESPECT TO FUNDS OF BORROWERS OR GUARANTORS AT SUCH BANKS TO SECURE FEES
AND CHARGES IN CONNECTION WITH RETURNED ITEMS OR THE STANDARD FEES AND CHARGES
OF SUCH BANKS IN CONNECTION WITH THE DEPOSIT ACCOUNTS MAINTAINED BY BORROWERS
AND GUARANTORS AT SUCH BANKS (BUT NOT ANY OTHER INDEBTEDNESS OR OBLIGATIONS);
(K)
JUDGMENTS AND OTHER SIMILAR LIENS ARISING AFTER THE EFFECTIVE DATE IN
CONNECTION WITH COURT PROCEEDINGS THAT DO NOT CONSTITUTE AN EVENT OF DEFAULT,
PROVIDED, THAT, (I) SUCH LIENS ARE BEING CONTESTED IN GOOD FAITH AND BY
APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED, (II) ADEQUATE RESERVES OR OTHER
APPROPRIATE PROVISION, IF ANY, AS ARE REQUIRED BY GAAP HAVE BEEN MADE THEREFOR,
(III) A STAY OF ENFORCEMENT OF ANY SUCH LIENS IS IN EFFECT AND (IV)
ADMINISTRATIVE AGENT MAY ESTABLISH A RESERVE WITH RESPECT THERETO;
(L)
THE SECURITY INTERESTS AND LIENS UPON EQUIPMENT, REAL PROPERTY AND
RELATED ASSETS PERMITTED TO SECURE REFINANCING INDEBTEDNESS IN ACCORDANCE WITH
THE TERMS OF SECTION 9.9(J) HEREOF;
(M)
THE RIGHTS OF USE AND POSSESSION OF LESSEES OF REAL PROPERTY OF ANY
BORROWER OR GUARANTOR TO THE EXTENT THE LEASE GIVING RISE TO SUCH RIGHTS IS
OTHERWISE PERMITTED HEREUNDER;
(N)
THE SECURITY INTERESTS AND LIENS IN FAVOR OF THE QUALIFIED DEBT AGENT,
IN AND ON THE ASSETS AND PROPERTIES OF BORROWERS AND GUARANTORS TO SECURE THE
INDEBTEDNESS TO THE EXTENT PERMITTED UNDER SECTION 9.9(F) HEREOF; PROVIDED,
THAT, SUCH SECURITY