ORDINARY COURSE OF BUSINESS IN RESPECT
OF OBLIGATIONS TO SUPPLIERS, ADVERTISERS, LICENSEES OR SIMILAR PERSONS THAT ARE
NOT FOR BORROWED MONEY.
For purposes of determining compliance with any Dollar-denominated restriction
on the incurrence of Indebtedness, the Dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency shall be calculated based on the
relevant currency exchange
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rate in effect on the date such Indebtedness was incurred, in the case of term
debt, or first committed, in the case of revolving credit debt; provided that if
such Indebtedness is incurred to extend, replace, refund, refinance, renew or
defease other Indebtedness denominated in a foreign currency, and such
extension, replacement, refunding, refinancing, renewal or defeasance would
cause the applicable Dollar-denominated restriction to be exceeded if calculated
at the relevant currency exchange rate in effect on the date of such extension,
replacement, refunding, refinancing, renewal or defeasance, such
Dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being extended, replaced, refunded,
refinanced, renewed or defeased.
9.4.
Liens.
Create, incur, assume or suffer to
exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except the following ("Permitted Liens"):
(A)
LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS;
(B)
LIENS IN EXISTENCE ON THE DATE HEREOF AND LISTED ON SCHEDULE
9.4(B) AND ANY EXTENSION, MODIFICATION, RENEWAL OR REPLACEMENT THEREOF; PROVIDED
THAT SUCH EXTENSION, MODIFICATION, RENEWAL OR REPLACEMENT DOES NOT INCREASE THE
OUTSTANDING PRINCIPAL AMOUNT OF THE INDEBTEDNESS SECURED THEREBY EXCEPT BY THE
AMOUNT OF THE REFINANCING EXPENSES ASSOCIATED THEREWITH OR TO COVER INDEBTEDNESS
NOT OTHERWISE PROHIBITED UNDER SECTION 9.3; PROVIDED FURTHER THAT ANY SUCH LIEN
DOES NOT EXTEND TO ANY ADDITIONAL PROPERTY OTHER THAN AFTER-ACQUIRED PROPERTY
THAT IS AFFIXED OR INCORPORATED INTO THE PROPERTY COVERED BY SUCH LIEN AND AS
OTHERWISE PERMITTED UNDER SECTION 9.4 OR FINANCED BY INDEBTEDNESS PERMITTED
UNDER SECTION 9.3;
(C)
LIENS IMPOSED BY ANY GOVERNMENTAL AUTHORITY FOR TAXES, ASSESSMENTS
AND OTHER CHARGES OR LEVIES THAT ARE (I) NOT YET DUE, (II) BEING CONTESTED IN
GOOD FAITH AND BY APPROPRIATE PROCEEDINGS IF ADEQUATE RESERVES WITH RESPECT
THERETO ARE MAINTAINED ON THE BOOKS OF PARENT OR THE AFFECTED SUBSIDIARIES, AS
THE CASE MAY BE, TO THE EXTENT REQUIRED BY GAAP OR, IN THE CASE OF ANY FOREIGN
SUBSIDIARY, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN EFFECT FROM TIME TO TIME
IN THE JURISDICTION OF ORGANIZATION OF SUCH FOREIGN SUBSIDIARY OR (III) NOT
OTHERWISE REQUIRED TO BE PAID UNDER SECTION 8.3(B);
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S,
SUPPLIERS', LANDLORDS', BROKERS' OR OTHER LIKE LIENS ARISING IN THE ORDINARY
COURSE OF BUSINESS THAT ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 30 DAYS (OR IF
MORE THAN 30 DAYS OVERDUE, ARE UNFILED AND NO OTHER ACTION HAS BEEN TAKEN TO
ENFORCE SUCH LIEN) OR THAT ARE BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS, AND LIENS SECURING JUDGMENTS BUT ONLY TO THE EXTENT FOR AN AMOUNT
AND FOR A PERIOD