will, nor will it permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter
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acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:
(A)
LIENS CREATED PURSUANT TO ANY LOAN DOCUMENT;
(B)
PERMITTED ENCUMBRANCES;
(C)
ANY LIEN ON ANY PROPERTY OR ASSET OF THE COMPANY OR ANY SUBSIDIARY
EXISTING ON THE DATE HEREOF AND SET FORTH IN SCHEDULE 6.02 AND ANY REPLACEMENTS,
RENEWALS OR EXTENSIONS THEREOF; PROVIDED THAT (I) SUCH LIEN SHALL NOT APPLY TO
ANY OTHER PROPERTY OR ASSET OF THE COMPANY OR SUBSIDIARY OTHER THAN
AFTER-ACQUIRED PROPERTY AFFIXED OR INCORPORATED THERETO AND PROCEEDS OR PRODUCTS
THEREOF AND (II) SUCH LIEN SHALL SECURE ONLY THOSE OBLIGATIONS WHICH IT SECURES
ON THE DATE HEREOF AND EXTENSIONS, RENEWALS, REFINANCINGS AND REPLACEMENTS
THEREOF THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF (EXCEPT TO
THE EXTENT PERMITTED UNDER SECTION 6.01(G));
(D)
LIENS SECURING INDEBTEDNESS PERMITTED UNDER SECTION 6.01(E) OR
(F); PROVIDED THAT (I) SUCH LIENS (OTHER THAN WITH RESPECT TO REAL ESTATE)
ATTACH CONCURRENTLY WITH OR WITHIN TWO HUNDRED AND SEVENTY (270) DAYS AFTER THE
ACQUISITION, REPAIR, REPLACEMENT, CONSTRUCTION OR IMPROVEMENT (AS APPLICABLE) OF
THE PROPERTY SUBJECT TO SUCH LIENS, (II) SUCH LIENS DO NOT AT ANY TIME ENCUMBER
ANY PROPERTY OTHER THAN THE PROPERTY FINANCED BY SUCH INDEBTEDNESS AND ANY
ACCESSIONS THERETO AND THE PROCEEDS AND THE PRODUCTS THEREOF AND (III) WITH
RESPECT TO CAPITAL LEASE OBLIGATIONS AND SYNTHETIC LEASE OBLIGATIONS, SUCH LIENS
DO NOT AT ANY TIME EXTEND TO OR COVER ANY ASSETS (EXCEPT FOR ACCESSIONS TO SUCH
ASSETS) OTHER THAN THE ASSETS SUBJECT TO THE APPLICABLE CAPITALIZED LEASE OR
SYNTHETIC LEASE; PROVIDED THAT INDIVIDUAL FINANCINGS OF PROPERTY PROVIDED BY ONE
LENDER MAY BE CROSS COLLATERALIZED TO OTHER FINANCINGS OF PROPERTY PROVIDED BY
SUCH LENDER;
(E)
LIENS ON THE MEMBERSHIP INTERESTS IN, OR OTHER SIMILAR LIENS
RESULTING FROM STANDARD JOINT VENTURE AGREEMENTS OR STOCKHOLDER AGREEMENTS AND
OTHER SIMILAR AGREEMENTS APPLICABLE TO JOINT VENTURES;
(F)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A
MATTER OF LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS IN THE ORDINARY COURSE OF BUSINESS;
(G)
LIENS (I) ON CASH ADVANCES IN FAVOR OF THE SELLER OF ANY PROPERTY
TO BE ACQUIRED IN AN INVESTMENT PERMITTED PURSUANT TO SECTIONS 6.04 TO BE
APPLIED AGAINST THE PURCHASE PRICE FOR SUCH INVESTMENT, AND (II) CONSISTING OF
AN AGREEMENT TO TRANSFER ANY PROPERTY IN A DISPOSITION PERMITTED UNDER
SECTION 6.05 (OTHER THAN SALES, TRANSFERS AND DISPOSITIONS UNDER
SECTION 6.05(J) WHICH CONSTITUTE LIENS, WHICH SALES, TRANSFERS AND DISPOSITIONS
CONSTITUTING LIENS ARE NOT OTHERWISE PERMITTED UNDER SECTION 6.05), IN EACH
CASE, SOLELY TO THE EXTENT SUCH INVESTMENT OR DISPOSITION, AS THE CASE MAY BE,
WOULD HAVE BEEN PERMITTED ON THE DATE OF THE CREATION OF SUCH LIEN;
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(H)
LIENS ON PROPERTY (I) OF ANY SUBSIDIARY THAT IS NOT A LOAN PARTY
AND (II) THAT