ENCUMBER ANY
OTHER PROPERTY OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, AND (II) ON PROPERTY,
PLANT AND EQUIPMENT OF AN ACQUIRED BUSINESS OR PERSON SECURING INDEBTEDNESS
PERMITTED UNDER, AND ON THE TERMS SET FORTH IN, SECTION 8.2(XIII);
(VIII)
CUSTOMARY SECURITY DEPOSITS UNDER OPERATING LEASES ENTERED INTO BY
THE BORROWER AND ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(IX)
CUSTOMARY RIGHTS OF SET-OFF, REVOCATION, REFUND OR CHARGEBACK
UNDER DEPOSIT AGREEMENTS OR UNDER THE UNIFORM COMMERCIAL CODE OF BANKS OR OTHER
FINANCIAL INSTITUTIONS WHERE THE BORROWER OR ANY OF ITS SUBSIDIARIES MAINTAINS
DEPOSITS (OTHER THAN DEPOSITS INTENDED AS CASH COLLATERAL) IN THE ORDINARY
COURSE OF BUSINESS;
(X)
LIENS ARISING FROM THE FILING, FOR NOTICE PURPOSES ONLY, OF UCC-1
FINANCING STATEMENTS (OR EQUIVALENT FILINGS, REGISTRATIONS OR AGREEMENTS IN
FOREIGN JURISDICTIONS) IN RESPECT OF TRUE LEASES OTHERWISE PERMITTED HEREUNDER;
94
(XI)
WITH RESPECT TO ANY REALTY OCCUPIED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES, (A) ALL EASEMENTS (INCLUDING, WITHOUT LIMITATION, RECIPROCAL
EASEMENT AGREEMENTS AND UTILITY AGREEMENTS), RIGHTS OF WAY, COVENANTS, CONSENTS,
RESERVATIONS, LICENSES, ENCROACHMENTS, VARIATIONS AND SIMILAR RESTRICTIONS,
CHARGES AND ENCUMBRANCES ON TITLE (INCLUDING LIENS IN THE NATURE OF MUNICIPAL
ORDINANCES, ZONING, ENTITLEMENT, LAND USE AND ENVIRONMENTAL REGULATIONS) THAT DO
NOT MATERIALLY IMPAIR THE USE OF SUCH PROPERTY FOR ITS INTENDED PURPOSES OR THE
VALUE THEREOF, AND (B) ANY OTHER LIEN OR EXCEPTION TO COVERAGE DESCRIBED IN
MORTGAGEE POLICIES OF TITLE INSURANCE ISSUED IN FAVOR OF AND ACCEPTED BY THE
ADMINISTRATIVE AGENT;
(XII)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A
MATTER OF LAW TO SECURE NONDELINQUENT CUSTOMS DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS;
(XIII)
LIENS THAT ARISE IN FAVOR OF BANKS UNDER ARTICLE 4 OF THE UNIFORM
COMMERCIAL CODE ON ITEMS IN COLLECTION AND THE DOCUMENTS RELATING THERETO AND
PROCEEDS THEREOF;
(XIV)
LIENS WITH RESPECT TO CASH DEPOSITS HELD IN ESCROW IN CONNECTION
WITH PERMITTED ACQUISITIONS;
(XV)
LIENS DEEMED TO EXIST IN CONNECTION WITH INVESTMENTS IN REPURCHASE
AGREEMENTS MEETING THE REQUIREMENTS OF CASH EQUIVALENTS;
(XVI)
ANY LEASES, SUBLEASES, LICENSES OR SUBLICENSES GRANTED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES TO THIRD PARTIES IN THE ORDINARY COURSE OF
BUSINESS AND NOT INTERFERING IN ANY MATERIAL RESPECT WITH THE BUSINESS OF THE
BORROWER AND ITS SUBSIDIARIES, AND ANY INTEREST OR TITLE OF A LESSOR, SUBLESSOR,
LICENSOR OR SUBLICENSOR UNDER ANY LEASE OR LICENSE PERMITTED UNDER THIS
AGREEMENT;
(XVII)
LIENS CONSISTING OF CONTRACTUAL OBLIGATIONS OF ANY CREDIT PARTY TO
SELL OR OTHERWISE DISPOSE OF ASSETS (PROVIDED THAT SUCH SALE OR DISPOSITION IS
PERMITTED UNDER SECTION 8.4);
(XVIII)
OTHER LIENS SECURING OBLIGATIONS NOT EXCEEDING $2,500,000 IN
AGGREGATE PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME;
(XIX)
LIENS SECURING INDEBTEDNESS OF METTIS AND ANY OF ITS FOREIGN
SUBSIDIARIES PERMITTED UNDER THE FOREIGN WORKING CAPITAL FACILITY (WHICH LIENS
SHALL ENCUMBER ONLY ASSETS OF METTIS AND SUCH FOREIGN SUBSIDIARIES); AND
(XX)
ANY EXTENSION, RENEWAL OR REPLACEMENT (OR SUCCESSIVE EXTENSIONS,
RENEWALS OR REPLACEMENTS), IN WHOLE OR IN PART, OF ANY LIEN REFERRED TO IN THE
FOREGOING CLAUSES; PROVIDED THAT ANY SUCH EXTENSION, RENEWAL