any Letter of Credit shall remain outstanding, no Loan
Party shall, nor shall it permit any Domestic Subsidiary (or any Subsidiary, if
specified below), to directly or indirectly:
SECTION 7.01
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST
ANY LIEN UPON ANY OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
OTHER THAN THE FOLLOWING:
(A)
LIENS GRANTED PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE CLOSING DATE AND LISTED ON SCHEDULE 7.01 AND
ANY MODIFICATIONS, REPLACEMENTS, RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT
THE PROPERTY COVERED THEREBY IS NOT INCREASED AND ANY MODIFICATION, REPLACEMENT,
RENEWAL OR EXTENSION OF THE OBLIGATIONS SECURED OR BENEFITED THEREBY IS
PERMITTED BY SECTION 7.03(B);
(C)
LIENS (OTHER THAN LIENS IMPOSED UNDER ERISA) FOR TAXES,
ASSESSMENTS OR GOVERNMENTAL CHARGES OR LEVIES NOT YET DUE OR WHICH ARE BEING
CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF
ADEQUATE RESERVES
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WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON IN
ACCORDANCE WITH GAAP;
(D)
STATUTORY LIENS OF LANDLORDS AND LIENS OF CARRIERS, WAREHOUSEMEN,
MECHANICS, MATERIALMEN AND SUPPLIERS AND OTHER LIENS IMPOSED BY LAW OR PURSUANT
TO CUSTOMARY RESERVATIONS OR RETENTIONS OF TITLE ARISING IN THE ORDINARY COURSE
OF BUSINESS, PROVIDED THAT SUCH LIENS SECURE ONLY AMOUNTS NOT YET DUE AND
PAYABLE OR, IF DUE AND PAYABLE, ARE UNFILED AND NO OTHER ACTION HAS BEEN TAKEN
TO ENFORCE THE SAME OR ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS FOR WHICH ADEQUATE RESERVES DETERMINED IN ACCORDANCE WITH GAAP HAVE
BEEN ESTABLISHED;
(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, TRADE CONTRACTS,
LICENSES AND LEASES (OTHER THAN INDEBTEDNESS), STATUTORY OBLIGATIONS, SURETY
BONDS (OTHER THAN BONDS RELATED TO JUDGMENTS OR LITIGATION), PERFORMANCE BONDS,
THE COLLATERALIZED PORTION OF LETTERS OF CREDIT (OTHER THAN LETTERS OF CREDIT),
AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF
BUSINESS; PROVIDED, HOWEVER, THAT IN NO EVENT SHOULD THE AGGREGATE AMOUNT OF
SURETY BONDS (OR DEPOSITS TO SECURE SURETY BONDS) OR OF LETTERS OF CREDIT,
OUTSTANDING AT ANY TIME EXCEED $12,000,000;
(G)
EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR
ENCUMBRANCES OR DEFECTS IN TITLE AFFECTING OWNED OR LICENSED OR LEASED REAL
PROPERTY WHICH, IN THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT, AND WHICH DO
NOT IN ANY CASE MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESS
OF THE APPLICABLE PERSON;
(H)
LIENS SECURING PURCHASE MONEY OBLIGATIONS; PROVIDED THAT (I) SUCH
LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER THAN THE PROPERTY FINANCED
BY SUCH PURCHASE MONEY OBLIGATIONS, (II) THE PURCHASE MONEY OBLIGATIONS SECURED
THEREBY DOES NOT EXCEED THE COST OF THE PROPERTY BEING ACQUIRED ON THE DATE OF
ACQUISITION AND (III) SUCH LIENS ATTACH TO SUCH PROPERTY CONCURRENTLY WITH OR
WITHIN THIRTY (30) DAYS AFTER THE ACQUISITION THEREOF;
(I)
LEASES, IRUS, LICENSES (INCLUDING LICENSES OF IP RIGHTS) OR
SUBLEASES GRANTED TO