WITH THE CASH MANAGEMENT ORDER IN ALL MATERIAL RESPECTS;
(XIX)
ADDITIONAL PRIOR LIEN DEBT ADVANCED AS PROTECTIVE ADVANCES TO PAY
TAXES AND INSURANCE PREMIUMS RELATING TO, AND COSTS TO PROTECT OR REPAIR,
COLLATERAL SECURED BY PRE-PETITION LIENS, TO THE EXTENT PERMITTED UNDER THE
DEFINITIVE DOCUMENTS FOR SUCH PRIOR LIEN DEBT AS IN EFFECT ON THE CLOSING DATE
(AS REFINANCED IN ACCORDANCE WITH CLAUSE (B) OF THE DEFINITION OF PERMITTED
LIENS);
(XX)
TO THE EXTENT CONSTITUTING DEBT BY VIRTUE OF CLAUSE (H) OF THE
DEFINITION THEREOF, DEBT (OTHER THAN IN RESPECT OF BORROWED MONEY, PURCHASE
MONEY AND CAPITAL LEASES) SECURED BY PERMITTED LIENS;
(XXI)
DEBT CONSTITUTING A MUNICIPAL FINANCING INCURRED IN THE ORDINARY
COURSE OF BUSINESS IN CONNECTION WITH A NEW DEVELOPMENT OR REDEVELOPMENT OF THE
PROPERTY; PROVIDED THAT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS SHALL
BE REQUIRED WITH RESPECT TO ANY MUNICIPAL FINANCING THAT QUALIFIES AS DEBT
INCURRED AFTER THE PETITION DATE WITH RESPECT TO ANY FIRST LIEN PROPERTY; AND
(XXII)
ALL PREMIUMS (IF ANY), INTEREST, FEES, EXPENSES, CHARGES AND
ADDITIONAL OR CONTINGENT INTEREST ON OBLIGATIONS DESCRIBED ABOVE IN THIS
SECTION 9.11(A).
(B)
NO OBLIGOR SHALL, NOR SHALL IT PERMIT ANY OTHER DEBTOR TO, CREATE,
INCUR, ASSUME, OR PERMIT TO EXIST ANY LIEN ON (A) ANY PROPERTY NOW OWNED OR
HEREAFTER ACQUIRED BY ANY OF THEM, EXCEPT PERMITTED LIENS OR (B) ANY OF THE
NEGATIVE PLEDGE PROPERTIES, EXCEPT PERMITTED LIENS.
(C)
OTHER THAN AS SET FORTH IN THIS AGREEMENT, NO OBLIGOR SHALL, NOR SHALL
IT PERMIT ANY OTHER DEBTOR TO, ENTER INTO OR BECOME SUBJECT AFTER THE CLOSING
DATE TO ANY AGREEMENT, CONTRACT, OR OTHER ARRANGEMENT WHEREBY ANY DEBTOR IS
PROHIBITED FROM, OR WOULD OTHERWISE BE IN DEFAULT AS A RESULT OF, CREATING,
ASSUMING, INCURRING, OR SUFFERING TO EXIST, DIRECTLY OR INDIRECTLY, ANY AGENT'S
LIEN, EXCEPT FOR THE FOLLOWING:
(I)
ANY AGREEMENT GOVERNING ANY POST-PETITION DEBT PERMITTED BY
(A) CLAUSES (IV), (IX) AND (XVI) OF SECTION 9.11(A) AS TO THE ASSETS FINANCED
WITH THE PROCEEDS OF SUCH DEBT OR (B) CLAUSES (VI), (XIII) AND (XVII) OF
SECTION 9.11(A) IN RESPECT OF CASH COLLATERAL;
(II)
CUSTOMARY PROVISIONS RESTRICTING SUBLETTING OR ASSIGNMENT OF ANY
LEASE GOVERNING A LEASEHOLD INTEREST OF A DEBTOR;
(III)
CUSTOMARY PROVISIONS RESTRICTING ASSIGNMENT OF ANY AGREEMENT
ENTERED INTO BY A DEBTOR IN THE ORDINARY COURSE OF BUSINESS;
64
(IV)
AGREEMENTS OF ANY HOLDER OF ANY PERMITTED LIEN SET FORTH IN
CLAUSE (B), (F), (M), (N), (O)(II), (R), (S) OR (V) OF THE DEFINITION THEREOF
RESTRICTING THE TRANSFER OF ANY PROPERTY SUBJECT THERETO;
(V)
CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN ANY AGREEMENT
RELATING TO THE DISPOSITION OF ANY PROPERTY PERMITTED UNDER SECTION 9.8 PENDING
THE CONSUMMATION OF SUCH DISPOSITION OR IN LEASES, SUBLEASES, LICENSES OR
SUB-LICENSES RELATING TO THE ASSETS COVERED THEREBY;
(VI)
CUSTOMARY PROVISIONS IN PARTNERSHIP AGREEMENTS, LIMITED LIABILITY
COMPANY ORGANIZATIONAL GOVERNANCE DOCUMENTS, ASSET SALE AND STOCK SALE
AGREEMENTS AND OTHER SIMILAR AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS THAT RESTRICT THE TRANSFER OF OWNERSHIP INTERESTS IN SUCH PARTNERSHIP,
LIMITED LIABILITY COMPANY OR