entered into in the
Ordinary Course of Business, (ii) on fixtures and movable tangible property
located on the real property leased or subleased from such landlord, (iii) for
amounts not yet due or that are being contested in good faith by appropriate
proceedings diligently conducted and (iv) for which adequate reserves or other
appropriate provisions are maintained on the books of such Person in accordance
with GAAP;
(G)
LIENS ARISING FROM PRECAUTIONARY UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS FILED UNDER ANY LEASE PERMITTED BY THIS AGREEMENT;
(H)
LICENSES (INCLUDING, WITHOUT LIMITATION, LICENSES GRANTED BY A
GROUP MEMBER WITH RESPECT TO ITS INTELLECTUAL PROPERTY), SUBLICENSES, LEASES OR
SUBLEASES GRANTED TO THIRD PARTIES IN THE ORDINARY COURSE OF BUSINESS NOT
INTERFERING WITH THE BUSINESS OF THE GROUP MEMBERS;
(I)
LIENS IN FAVOR OF COLLECTING BANKS ARISING UNDER SECTION
4-210 OF THE UCC (EXCEPT TO THE EXTENT SUBORDINATED OR WAIVED PURSUANT TO A
CONTROL AGREEMENT);
(J)
LIENS (INCLUDING THE RIGHT OF SET-OFF) IN FAVOR OF A BANK OR
OTHER DEPOSITORY INSTITUTION ARISING AS A MATTER OF LAW ENCUMBERING DEPOSITS
(EXCEPT TO THE EXTENT SUBORDINATED OR WAIVED PURSUANT TO A CONTROL AGREEMENT),
OR LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF (I) RELATING TO THE
ESTABLISHMENT OF DEPOSITORY RELATIONS WITH BANKS NOT GIVEN IN CONNECTION WITH
THE ISSUANCE OF INDEBTEDNESS OR (II) RELATING TO POOLED DEPOSIT, AUTOMATIC
CLEARING HOUSE OR SWEEP ACCOUNTS OF THE GROUP MEMBERS TO PERMIT SATISFACTION OF
OVERDRAFT OR SIMILAR OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS OF
THE GROUP MEMBERS;
(K)
LIENS ARISING OUT OF CONSIGNMENT OR SIMILAR ARRANGEMENTS FOR
THE SALE OF GOODS ENTERED INTO BY GROUP MEMBER IN THE ORDINARY COURSE OF
BUSINESS;
16
(L)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS
A MATTER OF LAW THAT SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS OF ANY GROUP MEMBER IN THE ORDINARY COURSE OF BUSINESS;
(M)
LIENS (I) ON CASH EARNEST MONEY DEPOSITS IN FAVOR OF THE SELLER
OF ANY PROPERTY TO BE ACQUIRED IN AN INVESTMENT PERMITTED PURSUANT TO SECTION
8.3 TO BE APPLIED AGAINST THE PURCHASE PRICE FOR SUCH INVESTMENT AND (II)
CONSISTING OF AN AGREEMENT TO SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ANY
PROPERTY IN A TRANSACTION PERMITTED UNDER SECTION 8.4 AND AFFECTING ONLY THE
PROPERTY THAT IS THE SUBJECT OF SUCH AGREEMENT, IN EACH CASE, SOLELY TO THE
EXTENT SUCH INVESTMENT OR SALE, DISPOSITION, TRANSFER OR LEASE WOULD HAVE BEEN
PERMITTED ON THE DATE OF THE CREATION OF SUCH LIEN;
(N)
LIENS THAT ARE IN THE NATURE OF (I) A COMMON LAW OR STATUTORY
RIGHT OF SET-OFF ARISING SOLELY BY OPERATION OF APPLICABLE LAW, OR (II) A RIGHT
OF SET-OFF, RELATING TO PURCHASE ORDERS AND OTHER AGREEMENTS ENTERED INTO WITH
CUSTOMERS OF THE GROUP MEMBERS IN THE ORDINARY COURSE OF BUSINESS (EXCEPT TO THE
EXTENT SUCH LIEN WAS WAIVED OR SUBORDINATED TO THE OBLIGATIONS PURSUANT TO THE
TERMS OF THE APPLICABLE CONTRACTUAL OBLIGATIONS OR ANY AMENDMENT THERETO);
(O)
LIENS ON AN INSURANCE POLICY AND THE PROCEEDS