SCHEDULE 6.2(A) ATTACHED HERETO, PROVIDED, THAT THE PROPERTY COVERED THEREBY
DOES NOT INCREASE EITHER IN QUANTITY OR VALUE;
(B)
LIENS SECURING ANY INDEBTEDNESS OTHERWISE PERMITTED PURSUANT TO
SECTIONS 6.1(E) AND (L) HEREOF, PROVIDED THAT THE AGGREGATE AMOUNT OF ALL SUCH
SECURED INDEBTEDNESS OUTSTANDING AT ANY TIME MAY NOT EXCEED FIVE PERCENT (5%) OF
CONSOLIDATED NET WORTH;
(C)
LIENS IN FAVOR OF THE COLLATERAL AGENT PURSUANT TO THE TERMS OF
SECURITY AGREEMENT A AND/OR SECURITY AGREEMENT B, AS APPLICABLE;
(D)
INCIDENTAL LIENS;
(E)
PURCHASE MONEY SECURITY INTERESTS AND LIENS IN EQUIPMENT AND/OR
REAL PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IN FAVOR OF THE SELLER
OR SELLERS OF SUCH EQUIPMENT AND/OR REAL PROPERTY OR THEIR SUCCESSORS AND
ASSIGNS, OR PURCHASE MONEY SECURITY INTERESTS AND LIENS IN FAVOR OF ANY
THIRD-PARTY LENDER WHICH LOANED THE MONEY TO PURCHASE ANY SUCH EQUIPMENT AND/OR
REAL PROPERTY TO THE COMPANY OR SUCH SUBSIDIARY, PROVIDED, THAT NEITHER THE
SALES PRICE OF, NOR THE AMOUNT OF ANY LOAN MADE TO ACQUIRE ANY OF, SUCH
EQUIPMENT AND/OR REAL PROPERTY IS GREATER THAN THE FAIR VALUE OF SUCH EQUIPMENT
AND/OR REAL PROPERTY SO ACQUIRED;
(F)
LIENS IN FAVOR OF THE COMPANY OR ANY GUARANTOR SECURING ANY
INDEBTEDNESS OWED BY A SUBSIDIARY OF THE COMPANY PERMITTED PURSUANT TO
SECTION 6.1(I) HEREOF;
(G)
INFORMATIONAL FILINGS OF FINANCING STATEMENTS AGAINST THE COMPANY
OR ANY OF ITS SUBSIDIARIES BY LESSORS UNDER ANY OPERATING LEASE OR ANY PERMITTED
CAPITAL LEASE OBLIGATION NOW OR HEREAFTER ENTERED INTO BY THE COMPANY OR ANY OF
ITS SUBSIDIARIES WITH ANY LESSOR, SO LONG AS THE APPLICABLE FINANCING STATEMENT
COVERS ONLY THE ASSET OR ASSETS LEASED PURSUANT TO THE APPLICABLE OPERATING
LEASE OR CAPITAL LEASE OBLIGATION; AND
(H)
LIENS AGAINST CASH OR CASH EQUIVALENTS OF THE COMPANY AND/OR ANY
OF ITS SUBSIDIARIES SECURING THE OBLIGATIONS OF, UNDER OR IN RESPECT OF
OUTSTANDING LETTERS OF CREDIT OR OTHER WORKERS' COMPENSATION COVERAGE PAYMENT OR
REIMBURSEMENT OBLIGATIONS OTHERWISE PERMITTED PURSUANT TO SECTION 6.1(O) HEREOF;
provided, however, that, notwithstanding anything contained above in this
Section 6.2 to the contrary, in no event may the Company or any Subsidiary of
the Company ever create or suffer to exist any Lien upon any of the Stock of any
of its Subsidiaries, directly or indirectly, in favor of any Person other than
the Agent for the benefit of the Lenders and, subject to subsection (d) above,
under the Revolving Credit
40
Facility, create or suffer to exist any agreement, whether oral or in writing,
with any Person other than the Agent and the Lenders pursuant to this
Section 6.2, and, subject to subsection (d) above, under the Revolving Credit
Facility, which would or could prohibit the Company or any of its Subsidiaries
from creating or permitting to exist any Lien in favor of the Agent or the
Lenders for the benefit of all of the Lenders for Indebtedness from time to time
arising under this Agreement.
Section 6.3
Contingent Obligations.
Except for guaranties by Subsidiaries of
the Company which are otherwise permitted by