A SUBSIDIARY DOES BUSINESS), UPON OR WITH
RESPECT TO ANY OF ITS PRESENT OR FUTURE PROPERTY INCLUDING ANY ASSET, REVENUE,
OR RIGHT TO RECEIVE INCOME OR ANY OTHER PROPERTY, WHETHER TANGIBLE OR
INTANGIBLE, REAL OR PERSONAL (ALL OF THE FOREGOING HEREINAFTER CALLED
"PROPERTY"), IN EACH CASE TO SECURE INDEBTEDNESS UNLESS THE GUARANTY OBLIGATIONS
ARE EQUALLY AND RATABLY SECURED, EXCEPT:
(I) LIENS FOR CURRENT TAXES,
ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES WHICH ARE NOT DELINQUENT OR REMAIN
PAYABLE WITHOUT ANY PENALTY, OR THE VALIDITY OF WHICH IS CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS UPON STAY OF EXECUTION OF THE ENFORCEMENT THEREOF OR
UPON POSTING A BOND IN CONNECTION THEREWITH; (II) ANY LIEN PURSUANT TO ANY ORDER
OR ATTACHMENT OR SIMILAR LEGAL PROCESS ARISING IN CONNECTION WITH COURT
PROCEEDINGS; PROVIDED THAT THE EXECUTION OR OTHER ENFORCEMENT THEREOF IS
EFFECTIVELY STAYED OR A SUFFICIENT BOND HAD BEEN POSTED AND THE CLAIMS SECURED
THEREBY ARE BEING CONTESTED AT THE TIME IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS; (III) ANY LIENS SECURING BONDS POSTED WITH RESPECT TO AND IN
COMPLIANCE WITH CLAUSES (I) AND (II) ABOVE; (IV) ANY LIENS SECURING THE CLAIMS
OF MECHANICS, LABORERS, WORKMEN, REPAIRMEN, MATERIALMEN, SUPPLIERS, CARRIERS,
WAREHOUSEMEN, LANDLORDS, OR VENDORS OR OTHER CLAIMS PROVIDED FOR BY MANDATORY
PROVISIONS OF LAW WHICH ARE NOT YET DUE AND DELINQUENT, OR ARE BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS; (V) LIENS WHICH ARE EXCLUDED LIENS (AS
DEFINED BELOW); (VI) ANY LIEN ON ANY PROPERTY SECURING INDEBTEDNESS INCURRED OR
ASSUMED SOLELY FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF THE COST OF
CONSTRUCTING OR ACQUIRING SUCH PROPERTY, WHICH LIEN ATTACHES TO SUCH PROPERTY
CONCURRENTLY WITH OR WITHIN NINETY (90) DAYS AFTER THE CONSTRUCTION, ACQUISITION
OR COMPLETION OF A SERIES OF RELATED ACQUISITIONS THEREOF; (VII) LIENS EXISTING
IMMEDIATELY PRIOR TO THE EXECUTION OF THIS GUARANTY AND SET FORTH IN SCHEDULE V
TO THIS GUARANTY; (VIII) LIENS TO SECURE BONDS POSTED IN ORDER TO OBTAIN STAYS
OF JUDGMENTS, ATTACHMENTS OR ORDERS, THE EXISTENCE OF WHICH BONDS WOULD NOT
OTHERWISE CONSTITUTE AN EVENT OF DEFAULT; (IX) LIENS ON PROPERTY EXISTING PRIOR
TO THE ACQUISITION OF SUCH PROPERTY OR THE ACQUISITION OF ANY SUBSIDIARY THAT IS
THE OWNER OF SUCH PROPERTY AND NOT IN CONTEMPLATION OF SUCH ACQUISITION;
(X) LIENS CREATED BY A SUBSIDIARY IN FAVOR OF THE GUARANTOR OR A SUBSIDIARY;
(XI) LIENS ON ANY ACCOUNTS RECEIVABLE FROM OR INVOICES TO EXPORT CUSTOMERS
(INCLUDING, BUT NOT LIMITED TO, SUBSIDIARIES) AND THE PROCEEDS
15
THEREOF; (XII) LIENS ON RIGHTS UNDER CONTRACTS TO SELL, PURCHASE OR RECEIVE
COMMODITIES TO OR FROM EXPORT CUSTOMERS (INCLUDING, BUT NOT LIMITED TO,
SUBSIDIARIES) AND THE PROCEEDS THEREOF; (XIII) LIENS ON CASH DEPOSITED AS
COLLATERAL IN CONNECTION WITH FINANCINGS WHERE LIENS ARE PERMITTED UNDER CLAUSE
(XI) AND (XII) OF THIS SUBSECTION 8.2(C); (XIV) LIENS EXTENDING, RENEWING OR
REPLACING, IN WHOLE OR IN PART LIENS PERMITTED PURSUANT TO CLAUSES (I) THROUGH
(XI), SO LONG AS THE PRINCIPAL AMOUNT OF THE INDEBTEDNESS SECURED BY SUCH LIEN
DOES NOT EXCEED ITS ORIGINAL PRINCIPAL AMOUNT; (XV)