TO EXIST, OR PERMIT
ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST, ANY LIEN ON
OR WITH RESPECT TO ANY OF ITS PROPERTIES OF ANY CHARACTER (INCLUDING, WITHOUT
LIMITATION, ACCOUNTS) WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR SIGN OR FILE
OR SUFFER TO EXIST, OR PERMIT ANY OF ITS SUBSIDIARIES TO SIGN OR FILE OR SUFFER
TO EXIST, UNDER THE UNIFORM COMMERCIAL CODE OF ANY JURISDICTION, A FINANCING
STATEMENT THAT NAMES THE BORROWER OR ANY OF ITS SUBSIDIARIES AS DEBTOR, OR SIGN
OR SUFFER TO EXIST, OR PERMIT ANY OF ITS SUBSIDIARIES TO SIGN OR SUFFER TO
EXIST, ANY SECURITY AGREEMENT AUTHORIZING ANY SECURED PARTY THEREUNDER TO FILE
SUCH FINANCING STATEMENT, OR ASSIGN, OR PERMIT ANY OF ITS SUBSIDIARIES TO
ASSIGN, ANY ACCOUNTS OR OTHER RIGHT TO RECEIVE INCOME, EXCEPT:
(I)
LIENS CREATED UNDER THE LOAN DOCUMENTS;
(II)
PERMITTED LIENS;
(III)
LIENS EXISTING ON THE DATE HEREOF AND DESCRIBED ON
SCHEDULE 4.01(U) HERETO;
62
(IV)
PURCHASE MONEY LIENS ARISING FROM FINANCINGS UPON OR IN REAL
PROPERTY OR EQUIPMENT ACQUIRED OR HELD BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS TO SECURE THE PURCHASE PRICE OF
SUCH PROPERTY OR EQUIPMENT OR TO SECURE DEBT INCURRED SOLELY FOR THE PURPOSE OF
FINANCING THE ACQUISITION, CONSTRUCTION OR IMPROVEMENT OF ANY SUCH PROPERTY OR
EQUIPMENT TO BE SUBJECT TO SUCH LIENS, OR LIENS EXISTING ON ANY SUCH PROPERTY OR
EQUIPMENT AT THE TIME OF ACQUISITION (OTHER THAN ANY SUCH LIENS CREATED IN
CONTEMPLATION OF SUCH ACQUISITION THAT DO NOT SECURE THE PURCHASE PRICE), OR
EXTENSIONS, RENEWALS OR REPLACEMENTS OF ANY OF THE FOREGOING FOR THE SAME OR A
LESSER AMOUNT; PROVIDED, HOWEVER, THAT NO SUCH LIEN SHALL EXTEND TO OR COVER ANY
PROPERTY OTHER THAN THE PROPERTY OR EQUIPMENT BEING ACQUIRED, CONSTRUCTED OR
IMPROVED, AND NO SUCH EXTENSION, RENEWAL OR REPLACEMENT SHALL EXTEND TO OR COVER
ANY PROPERTY NOT THERETOFORE SUBJECT TO THE LIEN BEING EXTENDED, RENEWED OR
REPLACED; AND PROVIDED FURTHER THAT THE DEBT SECURED BY LIENS PERMITTED BY THIS
CLAUSE (IV) SHALL BE PERMITTED UNDER SECTION 5.02(B)(III)(B);
(V)
LIENS ON OR WITH RESPECT TO THE EQUITY INTERESTS OR ASSETS OF A
NEWLY-FORMED OR NEWLY-ACQUIRED SUBSIDIARY GRANTED IN CONNECTION WITH FINANCING
THE FORMATION OF, OR THE ACQUISITION OF ALL OF THE EQUITY INTERESTS OR ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF, SUCH PERSON, AS CONTEMPLATED IN SECTION
5.02(F)(VII); AND
(VI)
LIENS NOT OTHERWISE PERMITTED UNDER THIS SECTION 5.02(A); PROVIDED
THAT (A) SUCH LIENS SHALL NOT EXTEND TO OR COVER ANY COLLATERAL AND (B) THE BOOK
VALUE OF THE ASSETS SUBJECT TO SUCH LIENS SHALL NOT EXCEED, IN THE AGGREGATE,
15% OF THE BOOK VALUE OF THE BORROWER'S CONSOLIDATED PROPERTY, PLANT AND
EQUIPMENT, IN EACH CASE AS SUCH BOOK VALUE IS DETERMINED IN ACCORDANCE WITH
GAAP.
(B)
DEBT.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST, OR PERMIT ANY OF
ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST, ANY DEBT, EXCEPT:
(I)
IN THE CASE OF THE BORROWER OR A SUBSIDIARY