LIENS EXISTING ON THE CLOSING DATE AND SET FORTH ON SCHEDULE 5.2
AND ANY EXTENSIONS OR RENEWALS THEREOF, PROVIDED THAT (I) THE DEBT SECURED IS
NOT INCREASED EXCEPT AS PERMITTED BY SECTION 5.1(B) AND (II) SUCH LIEN IS NOT
EXTENDED TO ANY OTHER PROPERTY;
(C)
ANY LIEN ON ANY ASSET SECURING DEBT PERMITTED UNDER
SECTION 5.1(D), PROVIDED THAT SUCH LIEN ATTACHES ONLY TO THE ASSETS FINANCED BY
SUCH DEBT, AND SUCH LIEN ATTACHES CONCURRENTLY WITH OR WITHIN NINETY (90) DAYS
AFTER THE ACQUISITION THEREOF;
(D)
LIENS FOR TAXES OR OTHER GOVERNMENTAL OR QUASI-GOVERNMENTAL
CHARGES NOT AT THE TIME DELINQUENT OR THEREAFTER PAYABLE WITHOUT PENALTY OR THE
SUBJECT OF A PERMITTED CONTEST;
(E)
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS (I) IN FAVOR OF
CARRIERS, WAREHOUSEMEN, MECHANICS AND MATERIALMEN, AND OTHER SIMILAR LIENS
IMPOSED BY LAW AND (II) IN CONNECTION WITH WORKER'S COMPENSATION, UNEMPLOYMENT
COMPENSATION AND OTHER TYPES OF SOCIAL SECURITY (EXCLUDING LIENS ARISING UNDER
ERISA) OR IN CONNECTION WITH SURETY BONDS, BIDS, PERFORMANCE BONDS AND SIMILAR
OBLIGATIONS FOR SUMS NOT OVERDUE FOR A PERIOD OF MORE THAN 30 DAYS OR THE
SUBJECT OF A PERMITTED CONTEST AND NOT INVOLVING ANY DEPOSITS OR ADVANCES OR
BORROWED MONEY OR THE DEFERRED PURCHASE PRICE OF PROPERTY OR SERVICES AND, IN
EACH CASE, FOR WHICH IT MAINTAINS ADEQUATE RESERVES;
(F)
ATTACHMENTS, APPEAL BONDS, JUDGMENTS AND OTHER SIMILAR LIENS, FOR
SUMS NOT EXCEEDING $2,000,000 IN THE AGGREGATE ARISING IN CONNECTION WITH COURT
PROCEEDINGS; PROVIDED THAT THE EXECUTION OR OTHER ENFORCEMENT OF SUCH LIENS IS
EFFECTIVELY STAYED AND THE CLAIMS SECURED THEREBY ARE THE SUBJECT OF A PERMITTED
CONTEST; AND
(G)
EASEMENTS, RIGHTS OF WAY, RESTRICTIONS, MINOR DEFECTS OR
IRREGULARITIES IN TITLE AND OTHER SIMILAR LIENS NOT INTERFERING IN ANY MATERIAL
RESPECT WITH THE ORDINARY CONDUCT OF THE BUSINESS OF BORROWER OR ANY SUBSIDIARY.
57
SECTION 5.3
CONTINGENT OBLIGATIONS.
Borrower will not, and will not permit any Subsidiary to, directly or
indirectly, create, assume, incur or suffer to exist any Contingent Obligations,
except for:
(A)
CONTINGENT OBLIGATIONS ARISING IN RESPECT OF THE DEBT UNDER THE
FINANCING DOCUMENTS AND LETTER OF CREDIT LIABILITIES;
(B)
CONTINGENT OBLIGATIONS RESULTING FROM ENDORSEMENTS FOR COLLECTION
OR DEPOSIT IN THE ORDINARY COURSE OF BUSINESS;
(C)
CONTINGENT OBLIGATIONS ARISING UNDER REQUIRED SWAP CONTRACTS, AND
SO LONG AS THERE EXISTS NO EVENT OF DEFAULT BOTH IMMEDIATELY BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT TO ANY SUCH TRANSACTION, CONTINGENT OBLIGATIONS
EXISTING OR ARISING UNDER ANY OTHER SWAP CONTRACT, PROVIDED THAT SUCH
OBLIGATIONS ARE (OR WERE) ENTERED INTO BY BORROWER OR A SUBSIDIARY IN THE
ORDINARY COURSE OF BUSINESS FOR THE PURPOSE OF DIRECTLY MITIGATING RISKS
ASSOCIATED WITH LIABILITIES, COMMITMENTS, INVESTMENTS, ASSETS, OR PROPERTY HELD
OR REASONABLY ANTICIPATED BY SUCH PERSON AND NOT FOR PURPOSES OF SPECULATION;
(D)
CONTINGENT OBLIGATIONS OUTSTANDING ON THE CLOSING DATE AND SET
FORTH ON SCHEDULE 5.3 AND CONTINGENT OBLIGATIONS IN RESPECT OF ANY REFINANCINGS,
REFUNDINGS, RENEWALS OR EXTENSIONS OF THE DEBT UNDERLYING SUCH CONTINGENT
OBLIGATIONS TO THE EXTENT SUCH DEBT IS PERMITTED BY SECTION 5.1(B);;
(E)
CONTINGENT OBLIGATIONS INCURRED IN