(2)
THIS AGREEMENT, THE LOANS, THE GUARANTEES,
THE SENIOR SUBORDINATED REFINANCING INDENTURE AND THE SENIOR SUBORDINATED NOTES;
(3)
THE HOLDCO INDENTURE AND THE HOLDCO NOTES;
(4)
THE SENIOR UNSECURED INTERIM LOAN AGREEMENT
AND THE RELATED DOCUMENTATION, THE SENIOR REFINANCING INDENTURE, THE SENIOR
NOTES, THE SENIOR TAKE-OUT NOTES INDENTURE AND THE SENIOR TAKE-OUT NOTES;
(5)
PURCHASE MONEY OBLIGATIONS FOR PROPERTY
ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND CAPITAL LEASE OBLIGATIONS THAT
IMPOSE RESTRICTIONS OF THE NATURE DISCUSSED IN CLAUSE (3) OF
SECTION 9.6(A) HEREOF ON THE PROPERTY SO ACQUIRED;
(6)
APPLICABLE LAW OR ANY APPLICABLE RULE,
REGULATION OR ORDER;
(7)
ANY AGREEMENT OR OTHER INSTRUMENT OF A
PERSON ACQUIRED BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY IN EXISTENCE AT THE
TIME OF SUCH ACQUISITION OR AT THE TIME IT MERGES WITH OR INTO THE BORROWER OR
ANY OF ITS RESTRICTED SUBSIDIARIES OR ASSUMED IN CONNECTION WITH THE ACQUISITION
OF ASSETS FROM ANY PERSON (BUT, IN ANY SUCH CASE, NOT CREATED IN CONTEMPLATION
THEREOF), WHICH ENCUMBRANCE OR RESTRICTION IS NOT APPLICABLE TO ANY PERSON, OR
THE PROPERTIES OR ASSETS OF ANY PERSON, OTHER THAN THE PERSON AND ITS
SUBSIDIARIES,
85
OR THE PROPERTY OR ASSETS OF THE PERSON AND ITS SUBSIDIARIES, SO ACQUIRED OR THE
PROPERTY OR ASSETS ASSUMED;
(8)
CONTRACTS FOR THE SALE OF ASSETS, INCLUDING
CUSTOMARY RESTRICTIONS WITH RESPECT TO A SUBSIDIARY OF THE BORROWER PURSUANT TO
AN AGREEMENT THAT HAS BEEN ENTERED INTO FOR THE SALE OR DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR ASSETS OF SUCH SUBSIDIARY;
(9)
SECURED INDEBTEDNESS OTHERWISE PERMITTED TO
BE INCURRED PURSUANT TO SECTION 9.7 HEREOF AND SECTION 9.10 HEREOF THAT LIMITS
THE RIGHT OF THE DEBTOR TO DISPOSE OF THE ASSETS SECURING SUCH INDEBTEDNESS;
(10)
RESTRICTIONS ON CASH OR OTHER DEPOSITS OR NET
WORTH IMPOSED BY CUSTOMERS UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS;
(11)
OTHER INDEBTEDNESS, DISQUALIFIED STOCK OR
PREFERRED STOCK OF FOREIGN SUBSIDIARIES PERMITTED TO BE INCURRED SUBSEQUENT TO
THE CLOSING DATE PURSUANT SECTION 9.7 HEREOF;
(12)
CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS
AND OTHER AGREEMENTS OR ARRANGEMENTS RELATING SOLELY TO SUCH JOINT VENTURE;
(13)
CUSTOMARY PROVISIONS CONTAINED IN LEASES OR
LICENSES OF INTELLECTUAL PROPERTY AND OTHER AGREEMENTS, IN EACH CASE, ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS;
(14)
RESTRICTIONS OR CONDITIONS CONTAINED IN ANY
TRADING, NETTING, OPERATING, CONSTRUCTION, SERVICE, SUPPLY, PURCHASE OR OTHER
AGREEMENT TO WHICH THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES IS A PARTY
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS, IN EACH CASE SO LONG AS SUCH
AGREEMENT PROHIBITS THE ENCUMBRANCE OF SOLELY THE PROPERTY OR ASSETS OF THE
BORROWER OR SUCH RESTRICTED SUBSIDIARY THAT ARE THE SUBJECT OF SUCH AGREEMENT,
THE PAYMENT RIGHTS ARISING THEREUNDER OR THE PROCEEDS THEREOF AND DOES NOT
EXTEND TO ANY OTHER ASSET OR PROPERTY OF THE BORROWER OR SUCH RESTRICTED
SUBSIDIARY OR THE ASSETS OR PROPERTY OF ANY OTHER RESTRICTED SUBSIDIARY;
(15)
RESTRICTIONS CREATED IN CONNECTION WITH ANY
RECEIVABLES FACILITY THAT, IN THE GOOD FAITH DETERMINATION OF THE BORROWER