ANY OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, EXCEPT FOR:
(A)
LIENS FOR TAXES, ASSESSMENTS AND SIMILAR CHARGES (INCLUDING LIENS WHICH
ARISE UNDER ERISA) NOT YET DELINQUENT OR THE NONPAYMENT OF WHICH IN THE
AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, OR
WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED AND ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS
OF THE BORROWER OR ITS SUBSIDIARIES, AS THE CASE MAY BE, IN CONFORMITY WITH
GAAP;
(B)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S OR OTHER
LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT OVERDUE FOR
A PERIOD OF MORE THAN 60 DAYS OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED;
(C)
LIENS OF LANDLORDS OR OF MORTGAGEES OF LANDLORDS ARISING BY OPERATION OF
LAW OR PURSUANT TO THE TERMS OF REAL PROPERTY LEASES, PROVIDED THAT THE RENTAL
PAYMENTS SECURED THEREBY ARE NOT YET DUE AND PAYABLE;
(D)
PLEDGES, DEPOSITS OR OTHER LIENS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE, OTHER SOCIAL SECURITY BENEFITS OR OTHER INSURANCE
RELATED OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, PLEDGES OR DEPOSITS SECURING
LIABILITY TO INSURANCE CARRIERS UNDER INSURANCE OR SELF-INSURANCE ARRANGEMENTS);
(E)
LIENS ARISING BY REASON OF ANY JUDGMENT, DECREE OR ORDER OF ANY COURT OR
OTHER GOVERNMENTAL AUTHORITY, IF APPROPRIATE LEGAL PROCEEDINGS WHICH MAY HAVE
BEEN DULY INITIATED FOR THE REVIEW OF SUCH JUDGMENT, DECREE OR ORDER, ARE BEING
DILIGENTLY PROSECUTED AND SHALL NOT HAVE BEEN FINALLY TERMINATED OR THE PERIOD
WITHIN WHICH SUCH PROCEEDINGS MAY BE INITIATED SHALL NOT HAVE EXPIRED;
69
(F)
LIENS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER THAN FOR
BORROWED MONEY), LEASES, STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS,
PERFORMANCE BONDS, JUDGMENT AND LIKE BONDS, REPLEVIN AND SIMILAR BONDS AND OTHER
OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(G)
ZONING RESTRICTIONS, EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS ON THE USE OF
PROPERTY, OTHER SIMILAR ENCUMBRANCES INCURRED IN THE ORDINARY COURSE OF BUSINESS
AND MINOR IRREGULARITIES OF TITLE, WHICH DO NOT MATERIALLY INTERFERE WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A
WHOLE;
(H)
LIENS SECURING OR CONSISTING OF ANY EXTENSION, RENEWAL, REFUNDING OR
REFINANCING OF ANY SUCH INDEBTEDNESS PROVIDED THAT (X) SUCH LIENS SHALL BE
CREATED NO LATER THAN THE DATE OF SUCH ACQUISITION OR THE DATE OF THE INCURRENCE
OR ASSUMPTION OF SUCH INDEBTEDNESS OR THE DATE OF SUCH EXTENSION, RENEWAL,
REFUNDING OR REFINANCING AND (Y) SUCH LIENS SECURING SUCH INDEBTEDNESS IS
LIMITED TO THE PROPERTY FINANCED THEREBY AND, IN THE CASE OF ANY SUCH EXTENSION,
RENEWAL, REFUNDING OR REFINANCING, IS LIMITED TO ALL OR PART OF THE SAME
PROPERTY OR ASSETS (PLUS IMPROVEMENTS, ACCESSIONS, PROCEEDS OR DIVIDENDS OR
DISTRIBUTIONS IN RESPECT THEREOF) THAT SECURED THE INDEBTEDNESS THAT IS
EXTENDED, RENEWED, REFUNDED OR REFINANCED (INCLUDING ANY AFTER-ARISING PROPERTY
THAT WOULD HAVE BEEN SECURED PURSUANT TO THE TERMS OF SUCH INDEBTEDNESS);
(I)
LIENS ON CASH HELD WITH A