A SUBSIDIARY DOES BUSINESS), UPON OR WITH RESPECT TO ANY OF ITS
PRESENT OR FUTURE PROPERTY INCLUDING ANY ASSET, REVENUE, OR RIGHT TO RECEIVE
INCOME OR ANY OTHER PROPERTY, WHETHER TANGIBLE OR INTANGIBLE, REAL OR PERSONAL
(ALL OF THE FOREGOING HEREINAFTER CALLED "PROPERTY"), IN EACH CASE TO SECURE
INDEBTEDNESS UNLESS THE GUARANTY OBLIGATIONS ARE EQUALLY AND RATABLY SECURED,
EXCEPT:
(I) LIENS FOR CURRENT TAXES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES
WHICH ARE NOT DELINQUENT OR REMAIN PAYABLE WITHOUT ANY PENALTY, OR THE VALIDITY
OF WHICH IS CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS UPON STAY OF
EXECUTION OF THE ENFORCEMENT THEREOF OR UPON POSTING A BOND IN CONNECTION
THEREWITH; (II) ANY LIEN PURSUANT TO ANY ORDER OR ATTACHMENT OR SIMILAR LEGAL
PROCESS ARISING IN CONNECTION WITH COURT PROCEEDINGS; PROVIDED THAT THE
EXECUTION OR OTHER ENFORCEMENT THEREOF IS EFFECTIVELY STAYED OR A SUFFICIENT
BOND HAD BEEN POSTED AND THE CLAIMS SECURED THEREBY ARE BEING CONTESTED AT THE
TIME IN GOOD FAITH BY APPROPRIATE PROCEEDINGS; (III) ANY LIENS SECURING BONDS
POSTED WITH RESPECT TO AND IN COMPLIANCE WITH CLAUSES (I) AND (II) ABOVE;
(IV) ANY LIENS SECURING THE CLAIMS OF MECHANICS, LABORERS, WORKMEN, REPAIRMEN,
MATERIALMEN, SUPPLIERS, CARRIERS, WAREHOUSEMEN, LANDLORDS, OR VENDORS OR OTHER
CLAIMS PROVIDED FOR BY MANDATORY PROVISIONS OF LAW WHICH ARE NOT YET DUE AND
DELINQUENT, OR ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(V) LIENS WHICH ARE EXCLUDED LIENS (AS DEFINED BELOW); (VI) ANY LIEN ON ANY
PROPERTY SECURING INDEBTEDNESS INCURRED OR ASSUMED SOLELY FOR THE PURPOSE OF
FINANCING ALL OR ANY PART OF THE COST OF CONSTRUCTING OR ACQUIRING SUCH
PROPERTY, WHICH LIEN ATTACHES TO SUCH PROPERTY CONCURRENTLY WITH OR WITHIN
NINETY (90) DAYS AFTER THE CONSTRUCTION, ACQUISITION OR COMPLETION OF A SERIES
OF RELATED ACQUISITIONS THEREOF; (VII) LIENS EXISTING IMMEDIATELY PRIOR TO THE
EXECUTION OF THIS GUARANTY AND SET FORTH IN SCHEDULE V TO THIS GUARANTY;
(VIII) LIENS TO SECURE BONDS POSTED IN ORDER TO OBTAIN STAYS OF JUDGMENTS,
ATTACHMENTS OR ORDERS, THE EXISTENCE OF WHICH BONDS WOULD NOT OTHERWISE
CONSTITUTE AN EVENT OF DEFAULT; (IX) LIENS ON PROPERTY EXISTING PRIOR TO THE
ACQUISITION OF SUCH PROPERTY OR THE ACQUISITION OF ANY SUBSIDIARY THAT IS THE
OWNER OF SUCH PROPERTY AND NOT IN CONTEMPLATION OF SUCH ACQUISITION; (X) LIENS
CREATED BY A SUBSIDIARY IN FAVOR OF THE GUARANTOR OR A SUBSIDIARY; (XI) LIENS ON
ANY ACCOUNTS RECEIVABLE FROM OR INVOICES TO EXPORT CUSTOMERS (INCLUDING, BUT NOT
LIMITED TO, SUBSIDIARIES) AND THE PROCEEDS
15
THEREOF; (XII) LIENS ON RIGHTS UNDER CONTRACTS TO SELL, PURCHASE OR RECEIVE
COMMODITIES TO OR FROM EXPORT CUSTOMERS (INCLUDING, BUT NOT LIMITED TO,
SUBSIDIARIES) AND THE PROCEEDS THEREOF; (XIII) LIENS ON CASH DEPOSITED AS
COLLATERAL IN CONNECTION WITH FINANCINGS WHERE LIENS ARE PERMITTED UNDER CLAUSE
(XI) AND (XII) OF THIS SUBSECTION 8.2(C); (XIV) LIENS EXTENDING, RENEWING OR
REPLACING, IN WHOLE OR IN PART LIENS PERMITTED PURSUANT TO CLAUSES (I) THROUGH
(XI), SO LONG AS THE PRINCIPAL AMOUNT OF THE INDEBTEDNESS SECURED BY SUCH LIEN
DOES NOT EXCEED ITS ORIGINAL PRINCIPAL AMOUNT; (XV)