DO NOT ATTACH TO ANY PROPERTY OTHER
THAN THE PROPERTY IDENTIFIED ON SUCH SCHEDULE AND SECURE ONLY THE OBLIGATIONS
THEY SECURED ON THE SECOND RESTATEMENT EFFECTIVE DATE;
(XII) ANY LIEN (A) ON NET CASH PROCEEDS THAT ARE REQUIRED TO BE APPLIED TO THE
REPAYMENT OF SECOND PRIORITY DEBT OBLIGATIONS IN ACCORDANCE WITH THE COLLATERAL
TRUST AND INTERCREDITOR AGREEMENT OR (B) THAT ARISES PURSUANT TO ANY PROVISIONS
IN ANY SECOND PRIORITY DEBT DOCUMENT EQUIVALENT TO SECTION 10.14 OF THE 12.5%
NOTE INDENTURE;
(XIII) LIENS SECURING REFINANCING INDEBTEDNESS PERMITTED UNDER SECTION 6.01(A),
TO THE EXTENT THAT THE INDEBTEDNESS BEING REFINANCED WAS
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ORIGINALLY SECURED IN ACCORDANCE WITH THIS SECTION 6.02; PROVIDED THAT SUCH LIEN
DOES NOT APPLY TO ANY ADDITIONAL PROPERTY OR ASSETS OF THE BORROWER OR ANY
SUBSIDIARY (OTHER THAN (I) PROPERTY OR ASSETS ACQUIRED AFTER THE ISSUANCE OR
INCURRENCE OF SUCH REFINANCING INDEBTEDNESS THAT WOULD HAVE BEEN SUBJECT TO THE
LIEN SECURING REFINANCED INDEBTEDNESS IF SUCH INDEBTEDNESS HAD NOT BEEN
REFINANCED, (II) ADDITIONS TO THE PROPERTY OR ASSETS SUBJECT TO THE LIEN AND
(III) THE PROCEEDS OF THE PROPERTY OR ASSETS SUBJECT TO THE LIEN);
(XIV) LIENS ON PROPERTY OR ASSETS ACQUIRED PURSUANT TO SECTION 6.04(VI), (X) OR
(XIII); PROVIDED THAT (A) SUCH LIENS APPLY ONLY TO THE PROPERTY OR OTHER ASSETS
SUBJECT TO SUCH LIENS AT THE TIME OF SUCH ACQUISITION AND (B) SUCH LIENS EXISTED
AT THE TIME OF SUCH ACQUISITION AND WERE NOT CREATED IN CONTEMPLATION THEREOF;
(XV) PUT AND CALL AGREEMENTS WITH RESPECT TO EQUITY INTERESTS ACQUIRED OR
CREATED IN CONNECTION WITH JOINT VENTURES PERMITTED PURSUANT TO
SECTION 6.04(X) OR (XIII); PROVIDED THAT NEITHER THE BORROWER NOR ANY SUBSIDIARY
SHALL BE PERMITTED TO ENTER INTO ANY SUCH AGREEMENT THAT REQUIRES OR, UPON THE
OCCURRENCE OF ANY EVENT OR CONDITION, CONTINGENT OR OTHERWISE, MAY REQUIRE THE
BORROWER OR ANY SUBSIDIARY LOAN PARTY (OR, PRIOR TO THE BORROWING BASE DATE,
HOLDINGS OR ANY OF ITS SUBSIDIARIES) TO REPURCHASE EQUITY INTERESTS,
INDEBTEDNESS OR OTHERWISE EXPEND ANY AMOUNTS ON OR PRIOR TO THE TRANCHE
2/TRANCHE 3 TERM MATURITY DATE (OTHER THAN AS PERMITTED UNDER SECTION 6.04(X) OR
(XIII));
(XVI) (A) LIENS ON SECURITIZATION ASSETS TRANSFERRED OR PURPORTED TO BE
TRANSFERRED TO SECURITIZATION VEHICLES SECURING THIRD PARTY INTERESTS ISSUED IN
SECURITIZATIONS PERMITTED BY SECTIONS 6.01 AND 6.05, (B) LIENS ON ACCOUNT
RECEIVABLES NOT PURCHASED BY A SECURITIZATION VEHICLE, WHICH LIENS (I) ARE
GRANTED IN CONNECTION WITH SECURITIZATIONS PERMITTED BY SECTIONS 6.01 AND 6.05,
(II) ARE GRANTED PURSUANT TO STANDARD SECURITIZATION UNDERTAKINGS, (III) ARE
PERFECTED PRIOR TO AN EVENT OF DEFAULT AND (IV) SECURE THIRD PARTY INTERESTS
ISSUED IN SECURITIZATIONS PERMITTED BY SECTIONS 6.01 AND 6.05 AND (C) LIENS ON
FACTORING ASSETS TRANSFERRED OR PURPORTED TO BE TRANSFERRED IN FACTORING
TRANSACTIONS PERMITTED BY THIS AGREEMENT; AND
(XVII) LIENS (OTHER THAN LIENS SECURING INDEBTEDNESS) THAT ARE NOT OTHERWISE
PERMITTED UNDER ANY OTHER PROVISION OF THIS SECTION 6.02(A); PROVIDED, THAT THE
FAIR MARKET VALUE OF THE PROPERTY AND ASSETS WITH RESPECT TO WHICH SUCH LIENS
ARE GRANTED SHALL NOT AT ANY TIME EXCEED