OF THE DISCLOSURE
LETTER (AND ANY RENEWALS OR EXTENSIONS THEREOF CONSTITUTING PERMITTED
REFINANCINGS, PROVIDED THAT THE PROPERTY COVERED THEREBY IS NOT INCREASED);
(Z)
LEASES OR SUBLEASES GRANTED TO OTHERS IN THE ORDINARY COURSE OF
BUSINESS WHICH DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH THE BUSINESS
OPERATIONS OF COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE;
(AA)
CUSTOMARY LIENS GRANTED IN FAVOR OF A TRUSTEE TO SECURE FEES AND
OTHER AMOUNTS OWING TO SUCH TRUSTEE UNDER AN INDENTURE OR OTHER AGREEMENT
PURSUANT TO WHICH INDEBTEDNESS PERMITTED BY SECTION 6.1 IS ISSUED;
(BB)
OTHER LIENS ON ASSETS (INCLUDING THE COLLATERAL), SECURING
INDEBTEDNESS OR OTHER OBLIGATIONS NOT PROHIBITED HEREUNDER IN AN AGGREGATE
AMOUNT NOT TO EXCEED $25.0 MILLION AT ANY TIME OUTSTANDING; PROVIDED THAT THE
COLLATERAL AGENT OR OTHER REPRESENTATIVE OF THE HOLDERS OF SUCH INDEBTEDNESS OR
OTHER OBLIGATIONS HAVE ENTERED INTO A JOINDER TO THE INTERCREDITOR AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT M (AND COLLATERAL AGENT IS
HEREBY AUTHORIZED TO ENTER INTO AND PERFORM UNDER ANY SUCH JOINDERS, AMENDMENTS,
MODIFICATIONS, SUPPLEMENTS AND RESTATEMENTS OF THE CREDIT DOCUMENTS TO EFFECT
THE FOREGOING); AND
76
(CC)
OTHER LIENS ON ASSETS, OTHER THAN THE COLLATERAL, SECURING
INDEBTEDNESS OR OTHER OBLIGATIONS IN AN AGGREGATE AMOUNT NOT TO EXCEED $10.0
MILLION AT ANY TIME OUTSTANDING;
(DD)
THE INTEREST OF A PURCHASER (OR AN AGENT FOR SUCH PURCHASER) OF
PERMITTED RECEIVABLES ACQUIRED PURSUANT TO, OR ANY LIEN ON THE ASSET OF A
SECURITIZATION SUBSIDIARY GRANTED PURSUANT TO, ONE OR MORE PERMITTED
SECURITIZATIONS; AND
(EE)
LIENS IN RESPECT OF DEPOSIT ACCOUNTS FOR THE COLLECTION OF
RECEIVABLES SOLD PURSUANT TO SECTIONS 6.8(D) OR (E).
Section 6.3
No Further Negative Pledges.
Except with respect to (a) specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to a permitted Asset Sale or
other sale or disposition of property not constituting an Asset Sale and
permitted hereunder; (b) restrictions by reason of customary provisions
restricting assignments, subletting or other transfers contained in leases,
licenses and other agreements entered into in the ordinary course of business
(provided that such restrictions are limited to the property or assets secured
by such Liens or the property or assets subject to such leases, licenses or
similar agreements, as the case may be); (c) restrictions imposed by the Senior
Secured Note Documents, the New Senior Subordinated Notes Documents or any
documents relating to any Permitted Refinancing of any Convertible Securities;
(d) restrictions and conditions applicable to any Subsidiary acquired after the
date hereof if such restrictions and conditions existed at the time such
Subsidiary was acquired, were not created in anticipation of such acquisition
and apply solely to such acquired Subsidiary; (e) restrictions contained in any
agreements evidencing Indebtedness permitted by Section 6.1(l) and applying
solely to such Subsidiary and its Subsidiaries; (f) restrictions disclosed in
Schedule 6.3 of the Disclosure Letter; (g) restrictions in agreements entered
into in connection with the incurrence of Permitted Liens, to the extent they
condition, prohibit