INDEBTEDNESS UNDER SUB-CLAUSE (I), THE PRINCIPAL AMOUNT
THEREOF IS NOT INCREASED ABOVE THE PRINCIPAL AMOUNT THEREOF OUTSTANDING AS OF
THE RESTATEMENT DATE;
(O)
INDEBTEDNESS IN RESPECT OF PERMITTED ADDITIONAL SUBORDINATED NOTES TO THE
EXTENT THAT THE NET CASH PROCEEDS THEREFROM ARE, IMMEDIATELY AFTER THE RECEIPT
THEREOF, APPLIED TO THE PREPAYMENT OF TERM LOANS IN ACCORDANCE WITH SECTION 5.2;
(P)
THE INCURRENCE BY THE US BORROWER OR ANY RESTRICTED SUBSIDIARY OF
INDEBTEDNESS REPRESENTED BY LETTERS OF CREDIT, BANK GUARANTEES OR OTHER SIMILAR
INSTRUMENTS; PROVIDED, THAT SUCH INDEBTEDNESS SHALL NOT EXCEED $50,000,000 IN
THE AGGREGATE AT ANY TIME OUTSTANDING; AND
(Q)
INDEBTEDNESS INCURRED BY THE US BORROWER TO THE EXTENT THAT THE NET CASH
PROCEEDS THEREFROM ARE, IMMEDIATELY AFTER THE RECEIPT THEREOF, APPLIED SOLELY TO
THE PREPAYMENT OF TRANCHE A-1 TERM LOANS, TRANCHE A-2 TERM LOANS, TRANCHE E TERM
LOANS AND TRANCHE G TERM LOANS IN ACCORDANCE WITH SECTION 5.2; PROVIDED, THAT
(A) THE TERMS OF SUCH INDEBTEDNESS WILL NOT PROVIDE FOR ANY SCHEDULED REPAYMENT,
MANDATORY REDEMPTION OR SINKING FUND OBLIGATIONS PRIOR TO THE TRANCHE I TERM
LOAN MATURITY DATE (OTHER THAN CUSTOMARY OFFERS TO REPURCHASE UPON A CHANGE OF
CONTROL, ASSET SALE OR EVENT OF LOSS AND CUSTOMARY ACCELERATION RIGHTS AFTER AN
EVENT OF
DEFAULT) AND (B) NO SUBSIDIARY OF THE US BORROWER (OTHER THAN THE UK
BORROWER) IS A BORROWER OR GUARANTOR WITH RESPECT TO SUCH INDEBTEDNESS UNLESS
SUCH SUBSIDIARY IS A CREDIT PARTY WHICH SHALL HAVE PREVIOUSLY OR SUBSTANTIALLY
CONCURRENTLY GUARANTEED THE OBLIGATIONS.
10.2.
Limitation on Liens.
The US Borrower and the UK Borrower will not,
and will not permit any of the Restricted Subsidiaries to, create, incur, assume
or
139
suffer to exist any Lien upon any property or assets of any kind (real or
personal, tangible or intangible) of the US Borrower or any Restricted
Subsidiary, whether now owned or hereafter acquired, except:
(A)
LIENS ARISING UNDER THE CREDIT DOCUMENTS;
(B)
PERMITTED LIENS;
(C)
LIENS SECURING INDEBTEDNESS PERMITTED PURSUANT TO SECTION 10.1(F);
PROVIDED, THAT SUCH LIENS ATTACH AT ALL TIMES ONLY TO THE ASSETS SO FINANCED;
(D)
LIENS EXISTING ON THE CLOSING DATE AND LISTED ON SCHEDULE 10.2;
(E)
THE REPLACEMENT, EXTENSION OR RENEWAL OF ANY LIEN PERMITTED BY CLAUSES
(A) THROUGH (D) ABOVE AND CLAUSES (F) AND (G) OF THIS SECTION 10.2 UPON OR IN
THE SAME ASSETS THERETOFORE SUBJECT TO SUCH LIEN OR THE REPLACEMENT, EXTENSION
OR RENEWAL (WITHOUT INCREASE IN THE AMOUNT OR CHANGE IN ANY DIRECT OR CONTINGENT
OBLIGOR EXCEPT TO THE EXTENT OTHERWISE PERMITTED HEREUNDER) OF THE INDEBTEDNESS
SECURED THEREBY;
(F)
LIENS EXISTING ON THE ASSETS OF ANY PERSON THAT BECOMES A RESTRICTED
SUBSIDIARY, OR EXISTING ON ASSETS ACQUIRED, PURSUANT TO A PERMITTED ACQUISITION
TO THE EXTENT THE LIENS ON SUCH ASSETS SECURE INDEBTEDNESS PERMITTED BY
SECTION 10.1(J); PROVIDED, THAT SUCH LIENS ATTACH AT ALL TIMES ONLY TO THE SAME
ASSETS THAT SUCH LIENS ATTACHED TO, AND SECURE ONLY THE SAME INDEBTEDNESS THAT
SUCH LIENS SECURED, IMMEDIATELY PRIOR TO SUCH PERMITTED ACQUISITION;
(G)
(I) LIENS PLACED UPON THE CAPITAL STOCK OF