NOT PERMIT OR CAUSE ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, MAKE,
CREATE, INCUR, ASSUME OR SUFFER TO EXIST, ANY LIEN UPON OR WITH RESPECT TO ANY
PART OF ITS PROPERTY OR ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR FILE
OR PERMIT THE FILING OF, OR PERMIT TO REMAIN IN EFFECT, ANY FINANCING STATEMENT
OR OTHER SIMILAR NOTICE OF ANY LIEN WITH RESPECT TO ANY SUCH PROPERTY, ASSET,
INCOME OR PROFITS UNDER THE UNIFORM COMMERCIAL CODE OF ANY STATE OR UNDER ANY
SIMILAR RECORDING OR NOTICE STATUTE, OR AGREE TO DO ANY OF THE FOREGOING, OTHER
THAN THE FOLLOWING (COLLECTIVELY, "PERMITTED LIENS"):
(I)
LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE LENDERS
CREATED BY OR OTHERWISE EXISTING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS;
(II)
LIENS IN EXISTENCE ON THE CLOSING DATE AND SET FORTH ON
SCHEDULE 8.3, AND ANY EXTENSIONS, RENEWALS OR REPLACEMENTS THEREOF; PROVIDED
THAT ANY SUCH EXTENSION, RENEWAL OR REPLACEMENT LIEN SHALL BE LIMITED TO ALL OR
A PART OF THE PROPERTY THAT SECURED THE LIEN SO EXTENDED, RENEWED OR REPLACED
(PLUS ANY IMPROVEMENTS ON SUCH PROPERTY) AND SHALL SECURE ONLY THOSE OBLIGATIONS
THAT IT SECURES ON THE DATE HEREOF (AND ANY RENEWALS, REPLACEMENTS, REFINANCINGS
OR EXTENSIONS OF SUCH OBLIGATIONS THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL
AMOUNT THEREOF);
(III)
LIENS IMPOSED BY LAW, SUCH AS LIENS OF CARRIERS, WAREHOUSEMEN,
MECHANICS, MATERIALMEN AND LANDLORDS, INCURRED IN THE ORDINARY COURSE OF
BUSINESS FOR SUMS NOT CONSTITUTING BORROWED MONEY THAT ARE NOT OVERDUE FOR A
PERIOD OF MORE THAN SIXTY (60) DAYS OR THAT ARE BEING CONTESTED IN GOOD FAITH
(AND BY APPROPRIATE PROCEEDINGS, EXCEPT WITH RESPECT TO CLAIMS NOT EXCEEDING
$500,000 IN THE AGGREGATE AT ANY TIME) AND FOR WHICH ADEQUATE RESERVES HAVE BEEN
ESTABLISHED IN ACCORDANCE WITH GAAP (IF SO REQUIRED);
104
(IV)
LIENS (OTHER THAN ANY LIEN IMPOSED BY ERISA, THE CREATION OR
INCURRENCE OF WHICH WOULD RESULT IN AN EVENT OF DEFAULT UNDER SECTION 9.1(J))
INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH WORKER'S
COMPENSATION, UNEMPLOYMENT INSURANCE OR OTHER FORMS OF GOVERNMENTAL INSURANCE OR
BENEFITS, OR TO SECURE THE PERFORMANCE OF LETTERS OF CREDIT, CUSTOMS BONDS,
BIDS, TENDERS, STATUTORY OBLIGATIONS, INDEMNITY, SURETY AND APPEAL BONDS,
LEASES, PUBLIC OR STATUTORY OBLIGATIONS, CONTRACTS AND OTHER SIMILAR OBLIGATIONS
(OTHER THAN OBLIGATIONS FOR BORROWED MONEY) ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS;
(V)
LIENS FOR TAXES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES OR
STATUTORY OBLIGATIONS THAT ARE NOT DELINQUENT OR REMAIN PAYABLE WITHOUT ANY
PENALTY OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP (IF SO
REQUIRED);
(VI)
ANY ATTACHMENT OR JUDGMENT LIEN NOT CONSTITUTING AN EVENT OF
DEFAULT UNDER SECTION 9.1(H);
(VII)
LIENS SECURING THE INDEBTEDNESS PERMITTED UNDER SECTION 8.2(III),
PROVIDED THAT (X) ANY SUCH LIEN SHALL ATTACH TO THE PROPERTY BEING ACQUIRED,
CONSTRUCTED OR IMPROVED WITH SUCH INDEBTEDNESS CONCURRENTLY WITH OR WITHIN ONE
HUNDRED EIGHTY (180) DAYS AFTER THE ACQUISITION (OR COMPLETION