INTELLECTUAL PROPERTY GRANTED BY HOLDINGS OR ANY OF ITS
SUBSIDIARIES WHICH DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH THE ORDINARY
CONDUCT OF THE BUSINESS OF HOLDINGS OR SUCH SUBSIDIARY;
78
(K)
LIENS SECURING INDEBTEDNESS OF ANY NON-GUARANTOR SUBSIDIARY PERMITTED BY
SECTION 8.2(B)(III) AND SECTION 8.2(H), TO THE EXTENT SUCH LIEN DOES NOT AT ANY
TIME ENCUMBER ANY PROPERTY OTHER THAN THE PROPERTY OF SUCH NON-GUARANTOR
SUBSIDIARY;
(L)
LIENS IN EXISTENCE ON THE EFFECTIVE DATE LISTED ON SCHEDULE 8.3(L),
SECURING INDEBTEDNESS PERMITTED BY SECTION 8.2(D); PROVIDED THAT NO SUCH LIEN IS
SPREAD TO COVER ANY ADDITIONAL PROPERTY AFTER THE EFFECTIVE DATE AND THAT THE
AMOUNT OF INDEBTEDNESS SECURED THEREBY IS NOT INCREASED;
(M)
LIENS ON FIXED OR CAPITAL ASSETS ACQUIRED, CONSTRUCTED OR IMPROVED BY
HOLDINGS OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT
(I) SUCH SECURITY INTERESTS SECURE INDEBTEDNESS PERMITTED BY SECTION 8.2(E),
(II) SUCH SECURITY INTERESTS AND THE INDEBTEDNESS SECURED THEREBY ARE INCURRED
PRIOR TO OR WITHIN 90 DAYS AFTER SUCH ACQUISITION OR THE COMPLETION OF SUCH
CONSTRUCTION OR IMPROVEMENT, AND (III) SUCH SECURITY INTERESTS SHALL NOT APPLY
TO ANY OTHER PROPERTY OR ASSETS OF HOLDINGS OR ANY SUBSIDIARY;
(N)
LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS;
(O)
ANY INTEREST OR TITLE OF A LESSOR UNDER ANY LEASE ENTERED INTO BY
HOLDINGS OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS AND COVERING
ONLY THE ASSETS SO LEASED;
(P)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY GUARANTORS INCURRED
PURSUANT TO SECTION 8.2(G) SO LONG AS NEITHER (I) THE AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED THEREBY NOR (II) THE AGGREGATE FAIR
MARKET VALUE (DETERMINED AS OF THE DATE SUCH LIEN IS INCURRED) OF THE ASSETS
SUBJECT THERETO EXCEEDS (AS TO HOLDINGS AND ALL SUBSIDIARIES) $35,000,000 AT ANY
ONE TIME;
(Q)
LIENS IN FAVOR OF SURETY BOND PROVIDERS SECURING PERFORMANCE AND
INDEMNITY OBLIGATIONS OF THE GROUP MEMBERS TO SUCH PROVIDERS IN CONNECTION WITH
SURETY BONDS ISSUED IN THE ORDINARY COURSE OF BUSINESS TO SUPPORT PERFORMANCE
OBLIGATIONS (NOT INCLUDING INDEBTEDNESS) OF SUCH GROUP MEMBERS UNDER CONTRACTS
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS (ANY SUCH SURETY BOND, A
"SECURED SURETY BOND"); PROVIDED THAT (I) TO THE EXTENT THAT ANY SUCH LIEN
BECOMES SECURED AND PERFECTED ON A FIRST PRIORITY BASIS, HOLDINGS OR ANY OF ITS
SUBSIDIARIES SHALL CAUSE, WITHIN 75 DAYS AFTER THE DATE THAT IS THE EARLIER OF
(A) THE DATE THAT HOLDINGS OR ANY OF ITS SUBSIDIARIES BECOMES AWARE OF A DEFAULT
UNDER A CONTRACT IN RESPECT OF WHICH A SECURED SURETY BOND HAS BEEN ISSUED OR
(B) THE DATE THAT HOLDINGS OR ANY OF ITS SUBSIDIARIES BECOMES AWARE THAT SUCH
LIEN HAS BECOME SO PERFECTED, EITHER (X) SUCH LIEN TO BE RELEASED OR TERMINATED
OR (Y) SUCH LIEN TO BE JUNIOR TO THE LIENS CREATED PURSUANT TO THE SECURITY
DOCUMENTS ON TERMS AND CONDITIONS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (II) THE TERMS OF ANY SUCH LIEN SHALL PROVIDE, AT THE TIME PROVISION
IS MADE FOR THE GRANTING OF