WHICH DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY;
(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
75
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 THE BORROWER 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 THE BORROWER 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
THE BORROWER OR ANY OTHER SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS AND
COVERING ONLY THE ASSETS SO LEASED;
(P)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY
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 THE BORROWER 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, THE BORROWER OR ANY OF
ITS SUBSIDIARIES SHALL CAUSE, WITHIN 75 DAYS AFTER THE DATE THAT IS THE EARLIER
OF (A) THE DATE THAT THE BORROWER 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 THE BORROWER 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