OR ON ITS PROPERTY (NOW OR HEREAFTER ACQUIRED), OR ON ANY INCOME OR
REVENUES OR RIGHTS IN RESPECT OF ANY THEREOF, EXCEPT:
(A)
LIENS CREATED UNDER THE LOAN DOCUMENTS;
(B)
LIENS FOR TAXES ON ITS PROPERTY IF THE SAME SHALL NOT AT THE TIME BE
DELINQUENT OR THEREAFTER CAN BE PAID WITHOUT PENALTY, OR ARE BEING CONTESTED IN
GOOD FAITH AND BY APPROPRIATE PROCEEDINGS;
(C)
LIENS IMPOSED BY LAW, SUCH AS CARRIERS', WAREHOUSEMEN'S AND MECHANICS'
LIENS AND OTHER SIMILAR LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS THAT
SECURE PAYMENT OF OBLIGATIONS (OTHER THAN INDEBTEDNESS) THAT ARE NOT MORE THAN
60 DAYS PAST DUE OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS;
(D)
LIENS ARISING OUT OF PLEDGES OR DEPOSITS UNDER WORKER'S COMPENSATION LAWS,
UNEMPLOYMENT INSURANCE, OLD AGE PENSIONS, OR OTHER SOCIAL SECURITY OR RETIREMENT
BENEFITS, OR SIMILAR LEGISLATION;
(E)
LIENS ARISING OUT OF DEPOSITS TO SECURE LEASES, TRADE CONTRACTS, STATUTORY
OBLIGATIONS, APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF LIKE
NATURE, IN EACH CASE ARISING IN THE ORDINARY COURSE OF BUSINESS;
(F)
UTILITY EASEMENTS, BUILDING RESTRICTIONS AND SUCH OTHER ENCUMBRANCES OR
CHARGES AGAINST REAL PROPERTY AS ARE OF A NATURE GENERALLY EXISTING WITH RESPECT
TO PROPERTIES OF A SIMILAR CHARACTER AND THAT DO NOT IN ANY MATERIAL WAY AFFECT
THE MARKETABILITY OF THE SAME OR INTERFERE WITH THE USE THEREOF IN THE BUSINESS
OF THE BORROWER OR THE SUBSIDIARIES;
(G)
LIENS EXISTING ON THE RESTATEMENT EFFECTIVE DATE AND DESCRIBED IN
SCHEDULE 6.02, AND LIENS EXTENDING OR REPLACING SUCH LIENS; PROVIDED THAT SUCH
LIENS (INCLUDING ANY SUCH EXTENSION OR REPLACEMENT LIENS) (I) SECURE ONLY THOSE
OBLIGATIONS THAT THEY SECURED ON THE RESTATEMENT EFFECTIVE DATE AND REPLACEMENT
INDEBTEDNESS IN RESPECT THEREOF AND (II) EXTEND ONLY TO THE ASSETS THAT THEY
ENCUMBERED ON THE CLOSING DATE;
(H)
LIENS ON FIXED OR CAPITAL ASSETS SECURING INDEBTEDNESS PERMITTED UNDER
SECTION 6.01(A) INCURRED TO FINANCE THE ACQUISITION, REPAIR OR IMPROVEMENT OF
SUCH ASSETS (AND ANY REPLACEMENT INDEBTEDNESS IN RESPECT THEREOF); PROVIDED THAT
SUCH LIENS EXTEND ONLY TO SUCH ASSETS;
62
(I)
LIENS DEEMED TO EXIST IN CONNECTION WITH PERMITTED B SHARE TRANSACTIONS;
PROVIDED THAT SUCH LIENS EXTEND ONLY TO B SHARE FEES AND NOT TO ANY OTHER ASSETS
OF THE BORROWER AND THE SUBSIDIARIES;
(J)
ENVIRONMENTAL LIENS SECURING CLEAN-UP COSTS OR FINES, NOT IN EXCESS OF
$25,000,000 IN AGGREGATE PRINCIPAL AMOUNT, EXCLUDING ENVIRONMENTAL LIENS THAT
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND THE ENFORCEMENT
OF WHICH IS STAYED;
(K)
BANKER'S LIENS, RIGHTS OF SETOFF OR SIMILAR RIGHTS AND REMEDIES AS TO
DEPOSIT ACCOUNTS OR OTHER FUNDS MAINTAINED WITH DEPOSITORY INSTITUTIONS;
PROVIDED THAT SUCH DEPOSIT ACCOUNTS OR FUNDS ARE NOT ESTABLISHED OR DEPOSITED
FOR THE PURPOSE OF PROVIDING COLLATERAL FOR ANY INDEBTEDNESS AND ARE NOT SUBJECT
TO RESTRICTIONS ON ACCESS BY THE BORROWER OR ANY SUBSIDIARY IN EXCESS OF THOSE
REQUIRED BY APPLICABLE BANKING REGULATIONS;
(L)
JUDGMENT LIENS IN RESPECT OF JUDGMENTS THAT HAVE NOT RESULTED IN AN EVENT
OF DEFAULT UNDER CLAUSE (J) OF ARTICLE VII;
(M)
ANY