Common use of SECTION LIENS, ETC Clause in Contracts

SECTION LIENS, ETC. Such Credit Party shall not create, incur, assume ---------- or suffer to exist, directly or indirectly, any Lien upon or with respect to any of its properties or the Collateral, now owned or hereafter acquired, or upon any proceeds, products, issues, income or profits therefrom except for the following ("PERMITTED LIENS"): --------------- (i) Liens granted pursuant to the Loan Documents; (ii) Liens securing any Purchase Debt to the extent that the Liens cover only the subject assets purchased with such Purchase Debt or other assets financed by the same lender with other Purchase Debt provided by such lender and is limited to the amount of the purchase price of such subject assets; (iii) Liens securing any Vendor Financing to the extent that the Liens cover only the subject assets purchased with such Vendor Financing and is limited to the amount of the purchase price of such subject assets; (iv) Liens for taxes, assessments or governmental charges or levies on such Credit Party's property if the same SECOND PRIORITY LOAN AGREEMENT ------------------------------ shall not at the time be delinquent or thereafter can be paid without penalty, or are being diligently contested in good faith and by appropriate proceedings, which does not entail any material danger of forfeiture and for which such Credit Party shall have set aside reserves on its books as required by GAAP; (v) Liens imposed by law, such as landlord's, carrier's, warehousemen's and mechanic's liens, which liens shall be waived in writing to the extent waivable, and with respect to obligations not yet due or being contested in good faith by appropriate proceedings which does not entail any material danger of forfeiture and in either case for which such Credit Party shall have set aside reserves on its books as required by GAAP; (vi) Liens arising out of pledges or deposits under workmen's compensation laws, unemployment insurance, old age pensions, or other social security benefits other than any Lien imposed by ERISA; (vii) Liens incurred or deposits made in the ordinary course of business to secure surety bonds provided that such Liens shall extend only to cash collateral for such surety bonds; (viii) easements and rights of way and other encumbrances arising in the ordinary course of business which do not secure Debt and which do not materially detract from the operation of business on, or materially impair the title to, the properties subject to such Liens; (ix) Liens securing the First Priority Loans on a first priority basis as contemplated by the First Priority Loan Documents; or (x) Liens on cash deposits or other Temporary Cash Investments securing Debt permitted under Section 6.12(viii) and not in excess of 105% of the undrawn amount of the applicable letter of credit. SECOND PRIORITY LOAN AGREEMENT ------------------------------

SECTION LIENS, ETC. Such Credit Party shall not create, incur, assume ---------- or suffer to exist, directly or indirectly, any Lien upon or with respect to any of its properties or the Collateral, now owned or hereafter acquired, or upon any proceeds, products, issues, income or profits therefrom except for the following ("PERMITTED LIENS"): --------------- (i) Liens granted pursuant to the Loan Documents; (ii) Liens securing any Purchase Debt to the extent that the Liens cover only the subject assets purchased with such Purchase Debt or other assets financed by the same lender with other Purchase Debt provided by such lender and is limited to the amount of the purchase price of such subject assets; (iii) Liens securing any Vendor Financing to the extent that the Liens cover only the subject assets purchased with such Vendor Financing and is limited to the amount of the purchase price of such subject assets;; FIRST PRIORITY LOAN AGREEMENT ----------------------------- (iv) Liens for taxes, assessments or governmental charges or levies on such Credit Party's property if the same SECOND PRIORITY LOAN AGREEMENT ------------------------------ shall not at the time be delinquent or thereafter can be paid without penalty, or are being diligently contested in good faith and by appropriate proceedings, which does not entail any material danger of forfeiture and for which such Credit Party shall have set aside reserves on its books as required by GAAP; (v) Liens imposed by law, such as landlord's, carrier's, warehousemen's and mechanic's liens, which liens shall be waived in writing to the extent waivableavailable, and with respect to obligations not yet due or being contested in good faith by appropriate proceedings which does not entail any material danger of forfeiture and in either case for which such Credit Party shall have set aside reserves on its books as required by GAAP; (vi) Liens arising out of pledges or deposits under workmen's compensation laws, unemployment insurance, old age pensions, or other social security benefits other than any Lien imposed by ERISA; (vii) Liens incurred or deposits made in the ordinary course of business to secure surety bonds provided that such Liens shall extend only to cash collateral for such surety bonds; (viii) easements and rights of way and other encumbrances arising in the ordinary course of business which do not secure Debt and which do not materially detract from the operation of business on, or materially impair the title to, the properties subject to such Liens; (ix) Liens securing the First Second Priority Loans on a first second priority basis as contemplated by the First Second Priority Loan Documents; or (x) Liens on cash deposits or other Temporary Cash Investments securing Debt permitted under Section 6.12(viii) and not in excess of 105% of the undrawn amount of the applicable letter of credit. SECOND FIRST PRIORITY LOAN AGREEMENT -----------------------------------------------------------