EXISTING AT THE TIME SUCH CORPORATION OR OTHER
ENTITY IS MERGED INTO OR CONSOLIDATED WITH THE COMPANY OR ANY SUBSIDIARY OR AT
THE TIME OF A SALE, LEASE OR OTHER DISPOSITION OF THE PROPERTIES OF A
CORPORATION OR OTHER ENTITY AS AN ENTIRETY OR SUBSTANTIALLY AS AN ENTIRETY TO
THE COMPANY OR ANY SUBSIDIARY;
(IV)
SECURITY INTERESTS ON PROPERTY, CAPITAL STOCK OR OTHER ASSETS ("SECURED
PROJECTS") ACQUIRED, CONSTRUCTED OR IMPROVED BY THE COMPANY OR ANY SUBSIDIARY
AFTER THE INITIAL ISSUANCE OF THE SECURITIES WHICH ARE CREATED OR ASSUMED
CONTEMPORANEOUSLY WITH, OR WITHIN 270 DAYS AFTER, SUCH ACQUISITION (OR, IN THE
CASE OF PROPERTY OR OTHER ASSETS CONSTRUCTED OR IMPROVED, WITHIN 270 DAYS AFTER
THE COMPLETION OR COMMENCEMENT OF COMMERCIAL OPERATION OF SUCH PROPERTY OR OTHER
ASSETS, WHICHEVER IS LATER) TO SECURE OR PROVIDE FOR THE PAYMENT OF ANY PART OF
THE PURCHASE PRICE OF SUCH PROPERTY, CAPITAL STOCK, OR OTHER ASSETS OR COST OF
SUCH CONSTRUCTION OR IMPROVEMENT; PROVIDED THAT IF A COMMITMENT TO SO FINANCE
SUCH A PAYMENT IS OBTAINED PRIOR TO OR WITHIN SUCH 270-DAY PERIOD AND THE
RELATED SECURITY INTEREST IS CREATED WITHIN 90 DAYS AFTER THE EXPIRATION OF THE
270-DAY PERIOD, THE APPLICABLE SECURITY INTEREST SHALL BE DEEMED TO BE INCLUDED
IN THIS CLAUSE (IV);
(V)
SECURITY INTERESTS SECURING DEBT ISSUED PURSUANT TO A
RECEIVABLES
FACILITY OR SIMILAR CREDIT ARRANGEMENT WHICH PROVIDES FOR DEBT ISSUED BY THE
COMPANY OR ANY SUBSIDIARY THEREUNDER AND INTEREST THEREON AND RELATED
OBLIGATIONS TO BE SECURED BY A PLEDGE OF RECEIVABLES OF THE COMPANY OR ANY
SUBSIDIARY IN ACCORDANCE WITH AN INDENTURE OR OTHER AGREEMENT;
(VI)
THE GRANTING OF ANY SECURITY, WHETHER BY WAY OF LETTER OF CREDIT, SURETY
BOND OR OTHERWISE, WHICH IS POSTED OR GRANTED PURSUANT TO A COURT ORDER OR
AGREEMENT WITH A THIRD PERSON IN THE CONTEXT OF A DISPUTE BY THE COMPANY OR ANY
SUBSIDIARY OF THE CLAIMS BY A THIRD PERSON PURPORTEDLY ARISING IN THE ORDINARY
COURSE OF BUSINESS OF, OR INCIDENT TO CURRENT CONSTRUCTION BY, THE COMPANY OR
ANY SUBSIDIARY OF THE COMPANY;
(VII)
THE DEPOSIT OF CASH, LETTERS OF CREDIT, SURETY BONDS, LABOR AND MATERIAL
BONDS, OR ANY OTHER SECURITY IN CONNECTION WITH CONTRACTS (OTHER THAN FOR THE
PAYMENT OF DEBT) OR TENDERS IN THE ORDINARY COURSE OF BUSINESS OR TO SECURE
MARGIN ACCOUNTS IN THE ORDINARY COURSE OF BUSINESS, WORKMEN'S COMPENSATION,
SURETY OR APPEAL BONDS, COSTS OF LITIGATION REQUIRED BY LAW, PUBLIC AND
STATUTORY OBLIGATIONS, LIENS OR CLAIMS WHETHER ARISING AT COMMON LAW, EQUITY OR
PURSUANT TO STATUTE WHETHER INCIDENT TO CURRENT CONSTRUCTION OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO MECHANICS', WORKMEN'S, CARRIERS' AND OTHER SIMILAR
LIENS;
56
(VIII)
SECURITY INTERESTS SECURING DEBT OR OTHER OBLIGATIONS OF A SUBSIDIARY
OWING TO THE COMPANY OR A WHOLLY-OWNED SUBSIDIARY;
(IX)
SECURITY INTERESTS ON OR OTHER CONVEYANCES OF PROPERTY OR OTHER ASSETS
OWNED BY THE COMPANY OR ANY SUBSIDIARY IN FAVOR OF THE UNITED STATES OF AMERICA
OR ANY STATE, TERRITORY OR POSSESSION THEREOF (OR THE DISTRICT OF COLUMBIA), THE
GOVERNMENT OF CANADA OR