FORTH IN THE
MEZZANINE DEBT DOCUMENTS IN AN AMOUNT NOT TO EXCEED $147,500,000 IN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING (AS (X) INCREASED AS A RESULT OF THE
ISSUANCE OF ANY ADDITIONAL MEZZANINE DEBT TO PAY-IN-KIND ANY REGULARLY ACCRUING
INTEREST ON THEN OUTSTANDING MEZZANINE DEBT IN ACCORDANCE WITH THE TERMS OF THE
MEZZANINE DEBT DOCUMENTS (INCLUDING INTEREST, WHICH, BUT FOR THE OCCURRENCE OF A
DEFAULT OR EVENT OF DEFAULT, WOULD BE PAYABLE IN CASH) AND (Y) REDUCED BY ANY
REPAYMENTS OF PRINCIPAL THEREOF);
(H)
INDEBTEDNESS NOT TO EXCEED $10,000,000 IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING SECURED BY PURCHASE MONEY
LIENS OR INCURRED WITH RESPECT TO CAPITAL LEASES;
(I)
ACCRUED EXPENSES AND CURRENT TRADE
ACCOUNTS PAYABLE INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(J)
INDEBTEDNESS UNDER INTEREST RATE
PROTECTION AGREEMENTS REASONABLY RELATED TO OUTSTANDING FLOATING OR FIXED RATE
DEBT PERMITTED UNDER THIS AGREEMENT ENTERED INTO FOR NON-SPECULATIVE PURPOSES;
(K)
GUARANTIES OF HOLDINGS OR ANY OF ITS
SUBSIDIARIES AS A GUARANTOR OF THE LESSEE UNDER ANY LEASE PURSUANT TO WHICH
HOLDINGS OR ANY OF ITS SUBSIDIARIES IS THE LESSEE, SO LONG AS SUCH LEASE IS
OTHERWISE PERMITTED HEREUNDER;
(L)
INTERCOMPANY INDEBTEDNESS THAT MAY BE
DEEMED TO EXIST BY AND AMONG THE CREDIT PARTIES (AND SOLELY BY AND AMONG THE
CREDIT PARTIES) PURSUANT TO THE TAX SHARING AGREEMENT;
(M)
OBLIGATIONS OF ANY SUBSIDIARY OF HOLDINGS
INCURRED WITH RESPECT TO PERFORMANCE BONDS AND/OR FIDELITY BONDS REQUIRED TO BE
FURNISHED BY SUCH SUBSIDIARY IN CONNECTION WITH CONTRACTS ENTERED INTO BY SUCH
SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS, SO LONG AS THE AGGREGATE
AMOUNT OF OUTSTANDING OBLIGATIONS AT ANY TIME PURSUANT TO THIS CLAUSE (M) DOES
NOT EXCEED $1,000,000;
37
(N)
INDEBTEDNESS OF BORROWER AND/OR ITS
SUBSIDIARIES UNDER CURRENCY AGREEMENTS, IN EACH CASE SO LONG AS THE RESPECTIVE
CURRENCY AGREEMENT IS REASONABLY RELATED TO REVENUES OR PAYMENTS OF BORROWER
AND/OR ITS SUBSIDIARIES IN THE RESPECTIVE CURRENCY SUBJECT TO THE CURRENCY
AGREEMENT AND IS ENTERED INTO FOR NON-SPECULATIVE PURPOSES; AND
(O)
ANY OTHER UNSECURED INDEBTEDNESS OF THE
CREDIT PARTIES NOT TO EXCEED $1,000,000 IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY
TIME OUTSTANDING.
Notwithstanding the foregoing, no Indebtedness (other than the Pre-Petition
Lender Expense Claims and Indebtedness permitted under Section 5.1(h)) permitted
under Section 5.1 shall be permitted to have an administrative expense claim
status under the Bankruptcy Code senior to or pari passu with the superpriority
administrative expense claims of Agent and the Lenders as set forth herein and
in the Interim Order and Final Order.
5.2.
LIENS AND RELATED MATTERS.
(A)
NO LIENS. THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY CREATE,
INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON OR WITH RESPECT TO ANY PROPERTY OR
ASSET OF SUCH CREDIT PARTY OR ANY SUCH SUBSIDIARY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OR ANY INCOME OR PROFITS THEREFROM, EXCEPT PERMITTED
ENCUMBRANCES (INCLUDING, WITHOUT LIMITATION, THOSE LIENS CONSTITUTING PERMITTED
ENCUMBRANCES EXISTING ON THE DATE HEREOF AND RENEWALS AND EXTENSIONS THEREOF,