OR PROPERTY (OTHER THAN THE PROCEEDS OR PRODUCTS THEREOF AND OTHER
THAN AFTER-ACQUIRED PROPERTY SUBJECTED TO A LIEN SECURING INDEBTEDNESS AND OTHER
OBLIGATIONS INCURRED PRIOR TO SUCH TIME AND WHICH INDEBTEDNESS AND OTHER
OBLIGATIONS ARE PERMITTED HEREUNDER THAT REQUIRE, PURSUANT TO THEIR TERMS AT
SUCH TIME, A PLEDGE OF AFTER-ACQUIRED PROPERTY, IT BEING UNDERSTOOD THAT SUCH
REQUIREMENT SHALL NOT BE PERMITTED TO APPLY TO ANY PROPERTY TO WHICH SUCH
REQUIREMENT WOULD NOT HAVE APPLIED BUT FOR SUCH ACQUISITION), AND (III) THE
INDEBTEDNESS SECURED THEREBY IS PERMITTED UNDER SECTION 7.03(E) OR (G);
79
(N)
ANY INTEREST OR TITLE OF A LESSOR OR
SUBLESSOR UNDER LEASES OR SUBLEASES ENTERED INTO BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(O)
LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF
(I) RELATING TO THE ESTABLISHMENT OF DEPOSITORY RELATIONS WITH BANKS OR OTHER
FINANCIAL INSTITUTIONS NOT GIVEN IN CONNECTION WITH THE INCURRENCE OF
INDEBTEDNESS, (II) RELATING TO POOLED DEPOSIT OR SWEEP ACCOUNTS OF THE BORROWER
OR ANY SUBSIDIARY TO PERMIT SATISFACTION OF OVERDRAFT OR SIMILAR OBLIGATIONS
INCURRED IN THE ORDINARY COURSE OF BUSINESS OF THE BORROWER OR ITS SUBSIDIARIES
OR (III) RELATING TO PURCHASE ORDERS AND OTHER AGREEMENTS ENTERED INTO WITH
CUSTOMERS OF THE BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS;
(P)
ANY ZONING OR SIMILAR LAW OR RIGHT RESERVED
TO OR VESTED IN ANY GOVERNMENTAL AUTHORITY TO CONTROL OR REGULATE THE USE OF ANY
REAL PROPERTY THAT DOES NOT MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT OF
THE BUSINESS OF THE BORROWER OR ANY MATERIAL SUBSIDIARY;
(Q)
LIENS ON SPECIFIC ITEMS OF INVENTORY OR
OTHER GOODS AND THE PROCEEDS THEREOF SECURING SUCH PERSON'S OBLIGATIONS IN
RESPECT OF DOCUMENTARY LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF SUCH PERSON
TO FACILITATE THE PURCHASE, SHIPMENT OR STORAGE OF SUCH INVENTORY OR GOODS; OR
(R)
THE MODIFICATION, REPLACEMENT, RENEWAL OR
EXTENSION OF ANY LIEN PERMITTED BY CLAUSES (B), (I) AND (M) OF THIS
SECTION 7.01; PROVIDED, THAT, (I) THE LIEN DOES NOT EXTEND TO ANY ADDITIONAL
PROPERTY OTHER THAN (A) AFTER-ACQUIRED PROPERTY THAT IS AFFIXED OR INCORPORATED
INTO THE PROPERTY COVERED BY SUCH LIEN OR FINANCED BY INDEBTEDNESS PERMITTED
UNDER SECTION 7.03, AND (B) PROCEEDS AND PRODUCTS THEREOF; AND (II) THE RENEWAL,
EXTENSION OR REFINANCING OF THE OBLIGATIONS SECURED OR BENEFITED BY SUCH LIENS
IS PERMITTED BY SECTION 7.03;
(S)
GROUND LEASES IN RESPECT OF REAL PROPERTY
ON WHICH FACILITIES OWNED OR LEASED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES
ARE LOCATED;
(T)
LIENS ON PROPERTY OF A NON-LOAN PARTY
SECURING INDEBTEDNESS OF NON-LOAN PARTY SUBSIDIARIES PERMITTED TO BE INCURRED BY
SECTION 7.03;
(U)
LIENS SOLELY ON ANY CASH EARNEST MONEY
DEPOSITS MADE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH ANY
LETTER OF INTENT OR PURCHASE AGREEMENT PERMITTED HEREUNDER;
(V)
LIENS SECURING INDEBTEDNESS PERMITTED
PURSUANT TO SECTION 7.03(N); AND
(W)
LICENSES OF PATENTS, TRADEMARKS AND OTHER
INTELLECTUAL PROPERTY RIGHTS GRANTED BY THE BORROWER AND ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF BUSINESS AND NOT INTERFERING