in respect of Permitted
Refinancing Indebtedness originally incurred in respect thereof or a previous
refinancing thereof) pursuant to Section 11.01(xv).
11.02.
Liens.
Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or
sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales
of accounts receivable with recourse to Holdings or any of its Subsidiaries), or
assign any right to receive income or authorize the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute; provided that the provisions of this Section 11.02
shall not prevent the creation, incurrence, assumption or existence of the
following (Liens described below are herein referred to as "Permitted Liens"):
(I)
PERMITTED ENCUMBRANCES;
(II)
LIENS ON COLLATERAL SECURING PERMITTED SECOND LIEN NOTES
PERMITTED TO BE OUTSTANDING PURSUANT SECTION 11.01(I)(B), INDEBTEDNESS PERMITTED
TO BE OUTSTANDING
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PURSUANT TO SECTION 11.01(II) (EXCLUDING ANY ISSUANCES OF PERMITTED UNSECURED
NOTES), OR SECURING ANY PERMITTED REFINANCING INDEBTEDNESS (INCLUDING SUCCESSIVE
ISSUES OF SUCH PERMITTED REFINANCING INDEBTEDNESS) IN RESPECT OF THE FOREGOING
(TO THE EXTENT PERMITTED TO BE SO SECURED IN ACCORDANCE WITH THE DEFINITION OF
PERMITTED REFINANCING INDEBTEDNESS), IN EACH CASE SO LONG AS (I) SUCH
INDEBTEDNESS IS SECURED BY THE COLLATERAL ON A JUNIOR PRIORITY BASIS TO THE
LIENS CREATED BY THE SECURITY DOCUMENTS, AND (II) THE LENDERS OF THE RESPECTIVE
INDEBTEDNESS (OR THE RESPECTIVE AGENT OR TRUSTEE ON THEIR BEHALF) HAS ENTERED
INTO THE INTERCREDITOR AGREEMENT (INCLUDING BY WAY OF JOINDER THERETO) AND IS
SUBJECT TO THE TERMS AND PROVISIONS THEREOF;
(III)
UNTIL THE MERGER CLOSING DATE, INDEBTEDNESS OUTSTANDING PURSUANT
TO SECTION 11.01(III) MAY BE SECURED BY THE ASSETS OF TARGET AND ITS
SUBSIDIARIES (INCLUDING AFTER-ACQUIRED PROPERTY AS REQUIRED BY THE TERMS OF SUCH
INDEBTEDNESS) WHICH SECURED SAME PRIOR TO THE EXCHANGE CLOSING DATE;
(IV)
UNTIL THE 50TH DAY AFTER THE MERGER CLOSING DATE, INDEBTEDNESS
PERMITTED TO REMAIN OUTSTANDING PURSUANT TO SECTION 11.01(IV) MAY BE SECURED BY
AMOUNTS DEPOSITED WITH THE TRUSTEE FOR THE TARGET EXISTING NOTES IN ORDER TO
REPAY SAME ON OR PRIOR TO THE 50TH DAY AFTER THE MERGER CLOSING DATE;
(V)
ANY LIEN ON ANY PROPERTY OR ASSET OF ANY CREDIT PARTY OR ANY OF
ITS SUBSIDIARIES EXISTING ON THE DATE HEREOF AND SET FORTH IN SCHEDULE 11.02(V);
PROVIDED THAT (I) SUCH LIEN SHALL NOT APPLY TO ANY OTHER PROPERTY OR ASSET OF
SUCH CREDIT PARTY OR SUBSIDIARY (OTHER THAN PROCEEDS OF THE SALE OR OTHER
DISPOSITION THEREOF) AND (II) SUCH LIEN SHALL SECURE ONLY THOSE OBLIGATIONS
WHICH IT SECURES ON THE DATE HEREOF AND EXTENSIONS, RENEWALS, REPLACEMENTS AND
REFINANCINGS OF SUCH OBLIGATIONS THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL
AMOUNT THEREOF (EXCEPT TO THE EXTENT OF ANY REASONABLE FEES,