VALUE OF SUCH PROPERTY OR ASSETS OR MATERIALLY IMPAIR THE USE THEREOF
IN THE OPERATION OF THE BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY OR (Y) WHICH
ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED,
WHICH PROCEEDINGS HAVE THE EFFECT OF PREVENTING THE FORFEITURE OR SALE OF THE
PROPERTY OR ASSET SUBJECT TO SUCH LIEN;
(C)
LIENS CREATED BY OR PURSUANT TO THIS CREDIT AGREEMENT OR THE OTHER
CREDIT DOCUMENTS;
120
(D)
LIENS EXISTING ON THE EFFECTIVE DATE AND LISTED ON SCHEDULE XIV
HERETO AND RENEWALS AND EXTENSIONS THEREOF SO LONG AS THE PRINCIPAL AMOUNT OF
THE INDEBTEDNESS SECURED THEREBY IS NOT INCREASED AND NO ADDITIONAL ASSETS ARE
ENCUMBERED THEREBY ("EXISTING LIENS");
(E)
LIENS (OTHER THAN ANY LIEN IMPOSED BY OR CREATED UNDER ERISA OR
ANY ENVIRONMENTAL LAW) INCURRED OR DEPOSITS MADE IN THE ORDINARY COURSE OF
BUSINESS (X) IN CONNECTION WITH LIABILITY INSURANCE, WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER TYPES OF SOCIAL SECURITY, OR (Y) TO SECURE THE
PERFORMANCE OF TENDERS, STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS, BIDS,
LEASES, GOVERNMENT CONTRACTS, PERFORMANCE AND RETURN-OF-MONEY BONDS AND OTHER
SIMILAR OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS (EXCLUSIVE OF
OBLIGATIONS (I) IN RESPECT OF BORROWED MONEY OR (II) IN RESPECT OF WHICH A
LETTER OF CREDIT HAS BEEN ISSUED), PROVIDED THAT THE AGGREGATE AMOUNT (IN THE
CASE OF THIS CLAUSE (Y)) DOES NOT EXCEED $7,500,000;
(F)
LEASES OR SUBLEASES GRANTED TO THIRD PERSONS NOT INTERFERING WITH
THE ORDINARY COURSE OF BUSINESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(G)
CAPITAL LEASES TO THE EXTENT PERMITTED UNDER SECTION 8.3(B);
(H)
LIENS (X) ARISING PURSUANT TO PURCHASE MONEY MORTGAGES SECURING
INDEBTEDNESS REPRESENTING THE PURCHASE PRICE (OR FINANCING OF THE PURCHASE PRICE
WITHIN 180 DAYS AFTER THE RESPECTIVE PURCHASE) OF PROPERTY OR OTHER ASSETS
ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY, AND ANY EXTENSIONS, RENEWALS OR
REPLACEMENTS OF SUCH LIENS, PROVIDED THAT (I) ANY SUCH LIENS ATTACH ONLY TO THE
ASSETS SO PURCHASED, (II) THE INDEBTEDNESS SECURED BY ANY SUCH LIEN DOES NOT
EXCEED 100% OF THE PURCHASE PRICE OF THE ASSETS BEING PURCHASED AND (III) THE
INDEBTEDNESS SECURED THEREBY OR ANY REFINANCING THEREOF IS PERMITTED BY
SECTION 8.3(B); OR (Y) EXISTING ON SPECIFIC TANGIBLE ASSETS AT THE TIME ACQUIRED
BY THE BORROWER OR ANY SUBSIDIARY OR ON ASSETS OF A PERSON AT THE TIME SUCH
PERSON FIRST BECOMES A SUBSIDIARY OR WAS MERGED INTO THE BORROWER OR ANY
SUBSIDIARY; PROVIDED THAT (I) ANY SUCH LIENS WERE NOT CREATED AT THE TIME OF OR
IN CONTEMPLATION OF THE ACQUISITION OF SUCH ASSETS OR PERSON BY THE BORROWER OR
SUCH SUBSIDIARY, (II) IN THE CASE OF ANY SUCH ACQUISITION OF A PERSON, ANY SUCH
LIEN ATTACHES ONLY TO SPECIFIC TANGIBLE ASSETS OF SUCH PERSON AND NOT ASSETS OF
SUCH PERSON GENERALLY AND (III) THE INDEBTEDNESS SECURED THEREBY OR ANY
REFINANCING THEREOF IS PERMITTED BY SECTION 8.3(B);
(I)
EASEMENTS, SERVITUDES, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER
SIMILAR CHARGES OR ENCUMBRANCES ON REAL PROPERTY NOT INTERFERING IN ANY MATERIAL
RESPECT WITH THE BUSINESS