SHALL SECURE ONLY THOSE OBLIGATIONS WHICH IT
SECURES ON THE DATE OF SUCH ACQUISITION OR THE DATE SUCH PERSON BECOMES A
SUBSIDIARY, AS THE CASE MAY BE, AND EXTENSIONS, RENEWALS AND REPLACEMENTS
THEREOF THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF;
(E)
LIENS ON FIXED OR CAPITAL ASSETS ACQUIRED,
CONSTRUCTED OR IMPROVED BY THE BORROWER OR ANY SUBSIDIARY; PROVIDED THAT
(I) SUCH SECURITY INTERESTS SECURE INDEBTEDNESS PERMITTED BY CLAUSE (VI) OF
SECTION 6.01(A), (II) SUCH SECURITY INTERESTS AND THE INDEBTEDNESS SECURED
THEREBY ARE INCURRED PRIOR TO OR WITHIN 90 DAYS AFTER SUCH ACQUISITION OR THE
COMPLETION OF SUCH CONSTRUCTION OR IMPROVEMENT, (III) THE INDEBTEDNESS SECURED
THEREBY DOES NOT EXCEED THE COST OF ACQUIRING, CONSTRUCTING OR IMPROVING SUCH
FIXED OR CAPITAL ASSETS AND (IV) SUCH SECURITY INTERESTS SHALL NOT APPLY TO ANY
OTHER PROPERTY OR ASSETS OF THE BORROWER OR ANY SUBSIDIARY;
64
(F)
LIENS THAT ARE CONTRACTUAL RIGHTS OF
SET-OFF RELATING TO DEPOSIT ACCOUNTS IN FAVOR OF BANKS AND OTHER DEPOSITARY
INSTITUTIONS IN THE ORDINARY COURSE OF BUSINESS;
(G)
LIENS OF A COLLECTION BANK ARISING IN THE
ORDINARY COURSE OF BUSINESS UNDER SECTION 4-210 OF THE UNIFORM COMMERCIAL CODE
IN EFFECT IN THE RELEVANT JURISDICTION COVERING ONLY THE ITEMS BEING COLLECTED
UPON;
(H)
LIENS DISCLOSED ON ANY TITLE INSURANCE
POLICY IN RESPECT OF A MORTGAGED PROPERTY REASONABLY APPROVED BY THE
ADMINISTRATIVE AGENT OR ANY LIEN OF ANY LESSEE REASONABLY APPROVED BY THE
ADMINISTRATIVE AGENT;
(I)
ANY LIEN ARISING OUT OF THE PLEDGE OF
THE EQUITY INTERESTS OWNED BY GLENWOOD ACQUISITION LLC IN BUYERS ACCESS
PERMITTED BY CLAUSE (XI) OF SECTION 6.01(A);
(J)
ANY INTEREST OR TITLE OF A LESSOR UNDER
ANY LEASE ENTERED INTO BY THE BORROWER AND ANY LIEN ARISING FROM PRECAUTIONARY
UNIFORM COMMERCIAL CODE FINANCING STATEMENTS (OR EQUIVALENT FILINGS,
REGISTRATIONS OR AGREEMENTS IN FOREIGN JURISDICTIONS) RELATING TO AND COVERING
ONLY EQUIPMENT LEASED IN ACCORDANCE WITH ANY LOAN DOCUMENT;
(K)
LIENS ARISING OUT OF SALE AND LEASEBACK
TRANSACTIONS RELATING TO THE SPECIFIED PROPERTIES PERMITTED BY SECTION 6.06(B);
(L)
LIENS SECURING OBLIGATIONS IN RESPECT OF
TRADE-RELATED LETTERS OF CREDIT PERMITTED UNDER SECTION 6.01(XIII), WHICH LIENS
SHALL COVER ONLY THE GOODS (OR THE DOCUMENTS OF TITLE IN RESPECT OF SUCH GOODS)
FINANCED BY SUCH LETTERS OF CREDIT AND THE PROCEEDS AND PRODUCTS THEREOF; AND
(M)
LIENS ON INVENTORY TO SECURE TRADE ACCOUNTS
PAYABLE OWED TO GENERAL ELECTRIC COMPANY AND ITS AFFILIATES IN THE ORDINARY
COURSE OF BUSINESS, PROVIDED THAT (A) SUCH ACCOUNTS PAYABLE ARE NOT OVERDUE AND,
IN ANY EVENT, ARE PAID WITHIN 8 BUSINESS DAYS AFTER INCURRENCE, (B) THE
AGGREGATE AMOUNT OF SUCH ACCOUNTS PAYABLE THAT ARE SECURED BY SUCH LIENS AND
OUTSTANDING AT ANY ONE TIME SHALL NOT EXCEED $5,000,000, (C) SUCH LIENS ARE
CREATED PURSUANT TO ARRANGEMENTS IN EXISTENCE ON DECEMBER 17, 2004, OR ENTERED
INTO AFTER SUCH DATE ON TERMS NO LESS FAVORABLE TO THE BORROWER AND THE
SUBSIDIARIES THAN THOSE IN EXISTENCE ON SUCH DATE AND (D) THE INVENTORY SUBJECT
TO SUCH LIENS WAS MANUFACTURED BY, OR SOLD UNDER A TRADE NAME OR TRADEMARK