BUSINESS IN CONNECTION
WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER TYPES OF SOCIAL
SECURITY, OR TO SECURE THE PERFORMANCE OF TENDERS, STATUTORY OBLIGATIONS, SURETY
AND APPEAL BONDS, BIDS, LEASES, GOVERNMENT CONTRACTS, PERFORMANCE AND
RETURN-OF-MONEY BONDS AND OTHER SIMILAR OBLIGATIONS (EXCLUSIVE OF OBLIGATIONS
FOR THE PAYMENT OF BORROWED MONEY OR OTHER INDEBTEDNESS) INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
62
(V)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, ENCROACHMENTS, AND OTHER
MINOR DEFECTS OR IRREGULARITIES IN TITLE TO REAL PROPERTY OF THE BORROWER OR ANY
SUBSIDIARY OF THE BORROWER, IN EACH CASE WHICH DO NOT AND WILL NOT, INDIVIDUALLY
OR IN THE AGGREGATE, INTERFERE IN ANY MATERIAL RESPECT WITH THE USE OR VALUE
THEREOF;
(VI)
ANY INTEREST OR TITLE OF A LESSOR OR SUBLESSOR UNDER ANY OPERATING
OR TRUE LEASE OF REAL ESTATE ENTERED INTO BY THE BORROWER OR ONE OF ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF ITS BUSINESS COVERING ONLY THE ASSETS SO
LEASED;
(VII)
LIENS SECURING INDEBTEDNESS PURSUANT TO CAPITAL LEASES; PROVIDED
THAT (A) SUCH LIENS ARE ONLY IN RESPECT OF THE PROPERTY OR ASSETS SUBJECT TO,
AND SECURE ONLY, SUCH CAPITAL LEASES, (B) INDEBTEDNESS OF SUBSIDIARIES UNDER
CAPITAL LEASES SHALL BE LIMITED BY THE PROVISIONS OF SECTION 6.2 AND (C) THE
AGGREGATE AMOUNT OF ALL INDEBTEDNESS OF THE BORROWER UNDER CAPITAL LEASES SHALL
NOT AT ANY TIME EXCEED 25,000,000;
(VIII)
PURCHASE MONEY LIENS IN REAL PROPERTY, IMPROVEMENTS THERETO OR
EQUIPMENT HEREAFTER ACQUIRED (OR, IN THE CASE OF IMPROVEMENTS, CONSTRUCTED) BY
THE BORROWER OR ONE OF ITS SUBSIDIARIES; PROVIDED THAT (A) SUCH LIEN SECURES
INDEBTEDNESS PERMITTED BY SECTION 6.2), (B) SUCH LIEN IS INCURRED, AND THE
INDEBTEDNESS SECURED THEREBY IS CREATED, WITHIN NINETY (90) DAYS AFTER
COMPLETION OF SUCH ACQUISITION (OR CONSTRUCTION), (C) THE INDEBTEDNESS SECURED
THEREBY DOES NOT EXCEED 100% OF THE LESSER OF THE COST OR THE FAIR MARKET VALUE
OF SUCH REAL PROPERTY, IMPROVEMENTS OR EQUIPMENT AT THE TIME OF SUCH ACQUISITION
(OR CONSTRUCTION) AND (D) SUCH LIEN DOES NOT APPLY TO ANY OTHER PROPERTY OR
ASSETS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(IX)
LIENS 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;
(X)
LICENSES OF PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
RIGHTS GRANTED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE
OF BUSINESS AND NOT INTERFERING IN ANY RESPECT WITH THE ORDINARY CONDUCT OF THE
BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY; AND
(XI)
LIENS ON ASSETS OF PERSONS ACQUIRED AFTER THE EFFECTIVE DATE
SUBJECT TO THE TERMS OF THIS AGREEMENT; PROVIDED THAT SUCH LIENS EXIST AT THE
TIME SUCH PERSON BECOMES A SUBSIDIARY AND WERE NOT CREATED IN ANTICIPATION
THEREOF;
(XII)
LIENS INCURRED IN CONNECTION WITH QUALIFIED RECEIVABLES
TRANSACTIONS; AND
(XIII)
LIENS NOT OTHERWISE PERMITTED BY THE FOREGOING CLAUSES OF THIS
SECTION 6.1 SECURING OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME
OUTSTANDING NOT TO EXCEED 10% OF CONSOLIDATED NET WORTH.
Notwithstanding any of the foregoing exceptions, the Credit Parties will