IN CONNECTION WITH SUCH ACQUISITION AND (III) IN THE CASE OF
A LIEN SECURING PERMITTED REFINANCING INDEBTEDNESS, ANY SUCH LIEN IS PERMITTED,
SUBJECT TO COMPLIANCE WITH CLAUSE (E) OF THE DEFINITION OF THE TERM "PERMITTED
REFINANCING INDEBTEDNESS";
(D)
LIENS FOR TAXES, ASSESSMENTS OR OTHER
GOVERNMENTAL CHARGES OR LEVIES NOT YET DELINQUENT OR THAT ARE BEING CONTESTED IN
COMPLIANCE WITH SECTION 5.03;
(E)
LANDLORD'S, CARRIERS', WAREHOUSEMEN'S,
MECHANICS', MATERIALMEN'S, REPAIRMEN'S, CONSTRUCTION OR OTHER LIKE LIENS ARISING
IN THE ORDINARY COURSE OF BUSINESS AND SECURING OBLIGATIONS THAT ARE NOT OVERDUE
BY MORE THAN 45 DAYS OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND IN RESPECT OF WHICH, IF APPLICABLE, HOLDINGS OR ANY SUBSIDIARY
SHALL HAVE SET ASIDE ON ITS BOOKS RESERVES IN ACCORDANCE WITH US GAAP;
(F)
(I) PLEDGES AND DEPOSITS MADE IN THE
ORDINARY COURSE OF BUSINESS IN COMPLIANCE WITH THE FEDERAL EMPLOYERS LIABILITY
ACT OR ANY OTHER WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL
SECURITY LAWS OR REGULATIONS AND DEPOSITS SECURING LIABILITY TO INSURANCE
CARRIERS UNDER INSURANCE OR SELF-INSURANCE ARRANGEMENTS IN RESPECT OF SUCH
OBLIGATIONS AND (II) PLEDGES AND DEPOSITS SECURING LIABILITY FOR REIMBURSEMENT
OR INDEMNIFICATION OBLIGATIONS OF (INCLUDING OBLIGATIONS IN RESPECT OF LETTERS
OF CREDIT OR BANK GUARANTEES FOR THE BENEFIT OF) INSURANCE CARRIERS PROVIDING
PROPERTY, CASUALTY OR LIABILITY INSURANCE TO HOLDINGS OR ANY SUBSIDIARY;
(G)
PLEDGES AND DEPOSITS TO SECURE THE
PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER THAN FOR INDEBTEDNESS), LEASES
(OTHER THAN CAPITAL LEASE OBLIGATIONS), STATUTORY OBLIGATIONS,
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SURETY AND APPEAL BONDS, PERFORMANCE AND RETURN OF MONEY BONDS, BIDS, LEASES,
GOVERNMENT CONTRACTS, TRADE CONTRACTS, AND OTHER OBLIGATIONS OF A LIKE NATURE
INCURRED IN THE ORDINARY COURSE OF BUSINESS, INCLUDING THOSE INCURRED TO SECURE
HEALTH, SAFETY AND ENVIRONMENTAL OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS;
(H)
ZONING RESTRICTIONS, EASEMENTS, TRACKAGE
RIGHTS, LEASES (OTHER THAN CAPITAL LEASE OBLIGATIONS), LICENSES, SPECIAL
ASSESSMENTS, RIGHTS-OF-WAY, RESTRICTIONS ON USE OF REAL PROPERTY AND OTHER
SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS THAT, IN THE
AGGREGATE, DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH THE ORDINARY CONDUCT OF
THE BUSINESS OF HOLDINGS OR ANY SUBSIDIARY;
(I)
PURCHASE MONEY SECURITY INTERESTS IN
EQUIPMENT OR OTHER PROPERTY OR IMPROVEMENTS THERETO HEREAFTER ACQUIRED (OR, IN
THE CASE OF IMPROVEMENTS, CONSTRUCTED) BY HOLDINGS OR ANY SUBSIDIARY (INCLUDING
THE INTERESTS OF VENDORS AND LESSORS UNDER CONDITIONAL SALE AND TITLE RETENTION
AGREEMENTS); PROVIDED THAT (I) SUCH SECURITY INTERESTS SECURE INDEBTEDNESS
PERMITTED BY SECTION 6.01(I) (INCLUDING ANY PERMITTED REFINANCING INDEBTEDNESS
IN RESPECT THEREOF), (II) SUCH SECURITY INTERESTS ARE INCURRED, AND THE
INDEBTEDNESS SECURED THEREBY IS CREATED, WITHIN 270 DAYS AFTER SUCH ACQUISITION
(OR CONSTRUCTION), (III) THE INDEBTEDNESS SECURED THEREBY DOES NOT EXCEED 100%
OF THE COST OF SUCH EQUIPMENT OR OTHER PROPERTY OR IMPROVEMENTS AT THE TIME OF
SUCH ACQUISITION (OR CONSTRUCTION), INCLUDING TRANSACTION COSTS INCURRED BY
HOLDINGS OR ANY SUBSIDIARY IN CONNECTION WITH SUCH ACQUISITION (OR CONSTRUCTION)
AND (IV) SUCH SECURITY INTERESTS DO NOT APPLY TO ANY OTHER PROPERTY OR ASSETS OF
HOLDINGS OR ANY SUBSIDIARY (OTHER THAN TO ACCESSIONS TO SUCH EQUIPMENT OR