FILE OR SUFFER TO EXIST UNDER THE UCC OF ANY JURISDICTION A FINANCING
STATEMENT THAT NAMES THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES AS
DEBTOR, OR ASSIGN ANY ACCOUNTS OR OTHER RIGHT TO RECEIVE INCOME, OTHER THAN THE
FOLLOWING:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 5.08(B)
(OTHER THAN ANY LIENS DESIGNATED THEREON TO BE RELEASED OR DISCHARGED
CONCURRENTLY WITH
91
THE INITIAL BORROWINGS HEREUNDER) AND ANY RENEWALS OR EXTENSIONS THEREOF,
PROVIDED THAT (I) NO NEW PROPERTY OR ADDITIONAL PROPERTY (IN EACH CASE, OTHER
THAN PROPERTY THAT IS SUBSTANTIALLY SIMILAR IN KIND AND VALUE TO THE PROPERTY
SUBJECT TO SUCH LIENS IMMEDIATELY BEFORE ANY SUCH RENEWAL OR EXTENSION AND THAT
IS IN SUBSTITUTION FOR SUCH PROPERTY) IS SUBJECTED TO SUCH LIENS, (II) THE
AMOUNT SECURED OR BENEFITED THEREBY IS NOT INCREASED EXCEPT AS CONTEMPLATED BY
SECTION 7.02(D) AND (III) ANY RENEWAL OR EXTENSION OF THE OBLIGATIONS SECURED OR
BENEFITED THEREBY IS PERMITTED BY SECTION 7.02(D);
(C)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD
FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES
WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON IN
ACCORDANCE WITH GAAP;
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S
OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS THE INDEBTEDNESS
RELATED TO WHICH IS NOT OVERDUE FOR A PERIOD OF MORE THAN 45 DAYS OR WHICH ARE
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED, IF ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS
OF THE APPLICABLE PERSON;
(E)
PLEDGES OR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL
SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA;
(F)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TENDERS, TRADE
CONTRACTS AND LEASES (OTHER THAN INDEBTEDNESS), STATUTORY OBLIGATIONS, SURETY,
STAY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE
INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(G)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS, LICENSES, COVENANTS AND
OTHER SIMILAR ENCUMBRANCES AFFECTING REAL PROPERTY WHICH, IN THE AGGREGATE, ARE
NOT SUBSTANTIAL IN AMOUNT, AND WHICH DO NOT IN ANY CASE MATERIALLY DETRACT FROM
THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF THE APPLICABLE PERSON;
(H)
LIENS SECURING JUDGMENTS FOR THE PAYMENT OF MONEY NOT CONSTITUTING
AN EVENT OF DEFAULT UNDER SECTION 8.01(H);
(I)
LIENS SECURING INDEBTEDNESS PERMITTED UNDER SECTION 7.02(F);
PROVIDED THAT (I) SUCH LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER THAN
THE PROPERTY FINANCED BY SUCH INDEBTEDNESS AND (II) THE INDEBTEDNESS SECURED
THEREBY DOES NOT EXCEED THE COST OR FAIR MARKET VALUE, WHICHEVER IS LOWER, OF
THE PROPERTY BEING ACQUIRED ON THE DATE OF ACQUISITION;
(J)
ANY LIEN OF A LESSOR UNDER ANY OPERATING LEASE ENTERED INTO BY
THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES AS LESSEE IN THE ORDINARY
COURSE OF ITS BUSINESS AND COVERING ONLY THE