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.
7.4.
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;
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(B)
LIENS IN EXISTENCE ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.4(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 7.3; 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 7.4 OR FINANCED BY INDEBTEDNESS PERMITTED
UNDER SECTION 7.3;
(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 6.3(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 NOT RESULTING IN AN EVENT OF DEFAULT UNDER CLAUSE (J) OF
SECTION 8;
(E)
LIENS (OTHER THAN ANY LIENS IMPOSED BY ERISA OR CODE SECTION 412 OR 430 OR
PURSUANT TO ANY ENVIRONMENTAL LAW) NOT SECURING INDEBTEDNESS OR HEDGING
OBLIGATIONS INCURRED OR DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER TYPES OF
SOCIAL SECURITY LEGISLATION AND OTHER SIMILAR OBLIGATIONS INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
(F)
LIENS SECURING OBLIGATIONS IN RESPECT OF THE PERFORMANCE OF BIDS, TRADE
CONTRACTS, GOVERNMENTAL CONTRACTS AND LEASES (OTHER THAN FOR INDEBTEDNESS FOR
BORROWED MONEY INCLUDING ANY PRECAUTIONARY UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS FILED BY A LESSOR WITH RESPECT TO ANY EQUIPMENT LEASE), STATUTORY
OBLIGATIONS, SURETY, STAY, CUSTOMS AND APPEAL BONDS, PERFORMANCE BONDS AND