SUBSIDIARY THAT EXISTS AT THE TIME SUCH PERSON BECOMES
A SUBSIDIARY AND THAT WAS NOT INCURRED IN CONTEMPLATION OF OR IN CONNECTION WITH
THE ACQUISITION BY THE BORROWER OR A SUBSIDIARY OF SUCH PERSON, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 AT ANY TIME OUTSTANDING;
(J)
GUARANTEES BY THE BORROWER OR ANY SUBSIDIARY OF ANY INDEBTEDNESS PERMITTED
UNDER THIS SECTION 6.01; PROVIDED, HOWEVER, THAT (I) NO INDEBTEDNESS OF HOLDINGS
MAY BE GUARANTEED UNDER THIS PARAGRAPH (J), (II) INDEBTEDNESS OF FOREIGN
SUBSIDIARIES MAY BE
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GUARANTEED BY THE BORROWER AND THE DOMESTIC SUBSIDIARIES ONLY TO THE EXTENT
PROVIDED FOR IN PARAGRAPH (H) ABOVE AND (III) NEITHER THE BORROWER NOR ANY
SUBSIDIARY (OTHER THAN A CO-INVESTMENT SUBSIDIARY) MAY GUARANTEE NON-RECOURSE
INDEBTEDNESS;
(K)
INDEBTEDNESS IN RESPECT OF THE ADDITIONAL L/C FACILITIES IN AN AGGREGATE
AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED $30,000,000 ; AND
(L)
OTHER UNSECURED INDEBTEDNESS OF THE BORROWER OR THE SUBSIDIARIES IN AN
AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $40,000,000 AT ANY TIME OUTSTANDING.
SECTION 6.02.
LIENS.
CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON ANY
PROPERTY OR ASSETS (INCLUDING EQUITY INTERESTS OR OTHER SECURITIES OF ANY
PERSON, INCLUDING ANY SUBSIDIARY) NOW OWNED OR HEREAFTER ACQUIRED BY IT OR ON
ANY INCOME OR REVENUES OR RIGHTS IN RESPECT OF ANY THEREOF, EXCEPT:
(A)
LIENS ON PROPERTY OR ASSETS OF THE BORROWER AND ITS SUBSIDIARIES EXISTING
ON THE RESTATEMENT DATE AND SET FORTH IN SCHEDULE 6.02; PROVIDED THAT SUCH LIENS
SHALL SECURE ONLY THOSE OBLIGATIONS WHICH THEY SECURE ON THE DATE HEREOF AND
EXTENSIONS, RENEWALS AND REPLACEMENTS THEREOF PERMITTED HEREUNDER;
(B)
ANY LIEN CREATED UNDER THE LOAN DOCUMENTS;
(C)
ANY LIEN EXISTING ON ANY PROPERTY OR ASSET PRIOR TO THE ACQUISITION THEREOF
BY THE BORROWER OR ANY SUBSIDIARY; PROVIDED THAT (I) SUCH LIEN IS NOT CREATED IN
CONTEMPLATION OF OR IN CONNECTION WITH SUCH ACQUISITION, AND (II) SUCH LIEN DOES
NOT APPLY TO ANY OTHER PROPERTY OR ASSETS OF THE BORROWER OR ANY SUBSIDIARY;
(D)
LIENS FOR TAXES, FEES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES NOT YET
DUE OR WHICH ARE BEING CONTESTED IN COMPLIANCE WITH SECTION 5.03;
(E)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S OR OTHER
LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS AND SECURING OBLIGATIONS
THAT ARE NOT DUE AND PAYABLE OR WHICH ARE BEING CONTESTED IN COMPLIANCE WITH
SECTION 5.03;
(F)
PLEDGES AND DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN COMPLIANCE
WITH WORKMEN'S COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY
LAWS OR REGULATIONS;
(G)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER THAN FOR
INDEBTEDNESS), LEASES (OTHER THAN CAPITAL LEASE OBLIGATIONS), STATUTORY
OBLIGATIONS, SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF
A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(H)
ZONING RESTRICTIONS, EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS ON USE OF REAL
PROPERTY AND OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF
BUSINESS WHICH, IN THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT AND DO NOT
MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR INTERFERE