AS
SET FORTH ON SCHEDULE 5.2); PROVIDED, THAT, THE PROVISIONS OF THIS
SECTION 5.2(A) SHALL NOT PREVENT THE CREATION, INCURRENCE, FILING, ASSUMPTION OR
EXISTENCE OF THE FOLLOWING SUBJECT TO THE PRIORITIES PROVIDED IN THE INTERIM
ORDER OR THE FINAL ORDER, AS APPLICABLE:
(I)
LIENS PLACED AFTER THE PETITION DATE AND
IN ACCORDANCE WITH THE BANKRUPTCY CODE UPON ASSETS USED IN THE ORDINARY COURSE
OF BUSINESS OF HOLDINGS OR ANY OF ITS SUBSIDIARIES AT THE TIME OF ACQUISITION
THEREOF BY HOLDINGS OR ANY SUCH SUBSIDIARY OR WITHIN 90 DAYS THEREAFTER TO
SECURE INDEBTEDNESS INCURRED TO PAY ALL OR A PORTION OF THE PURCHASE PRICE
THEREOF, PROVIDED THAT (X) THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL
INDEBTEDNESS SECURED BY LIENS PERMITTED BY THIS CLAUSE (I) SHALL NOT AT ANY TIME
EXCEED THE AMOUNT PERMITTED BY SECTION 5.1(H), AND (Y) IN ALL EVENTS, THE LIEN
ENCUMBERING THE ASSETS SO ACQUIRED DOES NOT ENCUMBER ANY OTHER ASSET OF HOLDINGS
OR SUCH SUBSIDIARY;
(II)
LIENS IN FAVOR OF CUSTOMS AND REVENUE
AUTHORITIES ARISING AFTER THE PETITION DATE AS A MATTER OF LAW OR REGULATION AND
IN ACCORDANCE WITH THE BANKRUPTCY CODE TO SECURE THE PAYMENT OF CUSTOMS DUTIES
IN CONNECTION WITH THE IMPORTATION OF GOODS AND DEPOSITS MADE TO SECURE
STATUTORY OBLIGATIONS IN THE FORM OF EXCISE TAXES; AND
(III)
THE PRE-PETITION LENDER REPLACEMENT LIENS,
THE SECURITIZATION PROVIDER REPLACEMENT LIEN, THE 2003 SENIOR SECURED NOTES
REPLACEMENT LIEN AND THE NON-PRIMED LIENS.
The prohibition provided for in this Section 5.2 specifically includes, without
limitation, any effort by Borrower, any Committee, or any other
party-in-interest in any Prepackaged Chapter 11 Case to prime or create pari
passu to any claims, Liens or interests of Agent and Lenders any
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Lien (other than for the Carve-Out, the Non-Primed Liens and the Pari Passu
Replacement Liens) irrespective of whether such claims, Liens or interests may
be "adequately protected".
(B)
NO NEGATIVE PLEDGES. THE CREDIT PARTIES
SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR
INDIRECTLY ENTER INTO OR ASSUME ANY AGREEMENT (OTHER THAN THE LOAN DOCUMENTS)
PROHIBITING THE CREATION OR ASSUMPTION OF ANY LIEN UPON ITS PROPERTIES OR
ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED AND OTHER THAN (I) PROVISIONS
RESTRICTING SUBLETTING OR ASSIGNMENT UNDER ANY LEASE GOVERNING A LEASEHOLD
INTEREST OR LEASE OF PERSONAL PROPERTY; (II) RESTRICTIONS WITH RESPECT TO A
SUBSIDIARY IMPOSED PURSUANT TO ANY AGREEMENT WHICH HAS BEEN ENTERED INTO FOR THE
SALE OF DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE EQUITY INTERESTS OR
ASSETS OF SUCH SUBSIDIARY, SO LONG AS SUCH SALE OR DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE EQUITY INTERESTS OR ASSETS OF SUCH SUBSIDIARY IS
PERMITTED UNDER THIS AGREEMENT; AND (III) RESTRICTIONS ON ASSIGNMENTS OR
SUBLICENSING OF LICENSED INTELLECTUAL PROPERTY.
(C)
NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS
TO BORROWER. EXCEPT AS PROVIDED HEREIN, THE CREDIT PARTIES SHALL NOT AND SHALL
NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY CREATE OR
OTHERWISE CAUSE OR SUFFER TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL
ENCUMBRANCE OR RESTRICTION