ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 60
DAYS OR, IF MORE THAN 60 DAYS OVERDUE (I) SUCH LIEN IS BEING CONTESTED IN GOOD
FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES
WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON OR
(II) THE FAILURE TO PAY SUCH AMOUNTS WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(E)
(I) LIENS INCURRED IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION, (II) LIENS
INCURRED IN THE ORDINARY COURSE OF BUSINESS SECURING INSURANCE PREMIUMS OR
REIMBURSEMENT OBLIGATIONS UNDER INSURANCE POLICIES OR (III) OBLIGATIONS IN
RESPECT OF LETTERS OF CREDIT OR BANK GUARANTEES THAT HAVE BEEN POSTED TO SUPPORT
THE PAYMENT OF THE ITEMS SET FORTH IN CLAUSES (I) AND (II) OF THIS SECTION
7.01(E);
(F)
DEPOSITS OR PLEDGES TO SECURE THE PERFORMANCE OF BIDS,
TENDERS, TRADE CONTRACTS AND LEASES (OTHER THAN FOR BORROWED MONEY), STATUTORY
OBLIGATIONS, SURETY AND APPEAL BONDS, INDEMNITY BONDS, PERFORMANCE BONDS AND
OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(G)
EASEMENTS, RIGHTS-OF-WAY, ZONING RESTRICTIONS, RESTRICTIONS
ON THE USE OF REAL PROPERTY AND DEFECTS AND IRREGULARITIES IN THE TITLE THERETO,
LANDLORD'S OR LESSOR'S LIENS UNDER LEASES TO WHICH THE COMPANY OR A SUBSIDIARY
OF THE COMPANY IS A PARTY, AND OTHER SIMILAR ENCUMBRANCES AND MINOR LIENS, NONE
OF WHICH IN THE OPINION OF THE COMPANY INTERFERES MATERIALLY WITH THE USE OF THE
PROPERTY AFFECTED IN THE ORDINARY CONDUCT OF THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES AND WHICH DEFECTS DO NOT INDIVIDUALLY OR IN THE AGGREGATE HAVE A
MATERIAL ADVERSE EFFECT;
(H)
LIENS SECURING JUDGMENTS FOR THE PAYMENT OF MONEY NOT
CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION 8.01(H);
(I)
LIENS ON ASSETS ACQUIRED, CONSTRUCTED OR IMPROVED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES, PROVIDED, HOWEVER, THAT (I) SUCH LIENS
SECURE INDEBTEDNESS PERMITTED BY SECTION
84
ActiveUS 170689984v.4
7.02(G), AND (II) SUCH LIENS SHALL NOT APPLY TO ANY OTHER PROPERTY OR ASSETS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES; AND
(J)
LIENS ON THE PROPERTY OR ASSETS OF A PERSON WHICH IS MERGED
INTO OR BECOMES A SUBSIDIARY OF THE COMPANY AFTER THE DATE HEREOF AND, WITH
RESPECT TO SIGNIFICANT SUBSIDIARIES, SECURING INDEBTEDNESS OF SUCH SIGNIFICANT
SUBSIDIARY PERMITTED UNDER SECTION 7.02(H) PROVIDED THAT (I) SUCH LIENS EXISTED
AT THE TIME OF SUCH MERGER OR AT THE TIME SUCH PERSON BECAME SUCH A SUBSIDIARY
AND WERE NOT CREATED IN ANTICIPATION THEREOF, (II) ANY SUCH LIEN DOES NOT EXTEND
TO COVER ANY OTHER PROPERTY OR ASSETS OF THE COMPANY OR ANY SUBSIDIARY AND (III)
SUCH LIENS DO NOT SECURE OBLIGATIONS EXCEEDING $75,000,000 IN AGGREGATE AMOUNT
AT ANY TIME OUTSTANDING;
(K)
LIENS EXISTING ON ASSETS OR PROPERTIES AT THE TIME OF THE
ACQUISITION THEREOF BY THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY WHICH WERE
NOT CREATED IN ANTICIPATION OF THE ACQUISITION THEREOF BY THE COMPANY OR SUCH
SUBSIDIARY, AND WHICH (I) DO NOT EXTEND TO OR COVER ANY ASSETS