THE BORROWER OR ANY SUBSIDIARY OR EXISTING ON ANY ASSET OF ANY PERSON THAT
BECOMES A SUBSIDIARY AFTER THE DATE HEREOF PRIOR TO THE TIME SUCH PERSON BECOMES
A SUBSIDIARY; PROVIDED THAT (A) SUCH LIEN IS NOT CREATED IN CONTEMPLATION OF OR
IN CONNECTION WITH SUCH ACQUISITION OR SUCH PERSON BECOMING A SUBSIDIARY, AS THE
CASE MAY BE, (B) SUCH LIEN SHALL NOT APPLY TO ANY OTHER ASSET OF THE BORROWER OR
ANY SUBSIDIARY AND (C) SUCH LIEN SHALL SECURE ONLY THOSE OBLIGATIONS THAT IT
SECURES ON THE DATE OF SUCH ACQUISITION OR THE DATE SUCH PERSON BECOMES A
SUBSIDIARY, AS THE CASE MAY BE, OR, WITH RESPECT TO ANY SUCH OBLIGATIONS THAT
SHALL HAVE BEEN EXTENDED, RENEWED OR REFINANCED IN ACCORDANCE WITH SECTION 6.01,
REFINANCING INDEBTEDNESS IN RESPECT THEREOF;
(E)
LIENS ON FIXED OR CAPITAL ASSETS ACQUIRED, CONSTRUCTED OR IMPROVED
BY THE BORROWER OR ANY SUBSIDIARY; PROVIDED THAT (A) SUCH LIENS SECURE
INDEBTEDNESS PERMITTED BY CLAUSE (A)(VI) OF SECTION 6.01, (B) SUCH LIENS AND THE
INDEBTEDNESS SECURED THEREBY ARE INCURRED PRIOR TO OR WITHIN 180 DAYS AFTER SUCH
ACQUISITION OR
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THE COMPLETION OF SUCH CONSTRUCTION OR IMPROVEMENT, (C) THE INDEBTEDNESS SECURED
THEREBY DOES NOT EXCEED THE COST OF ACQUIRING, CONSTRUCTING OR IMPROVING SUCH
FIXED OR CAPITAL ASSETS AND (D) SUCH LIENS SHALL NOT APPLY TO ANY OTHER ASSET OF
THE BORROWER OR ANY SUBSIDIARY;
(F)
IN CONNECTION WITH THE SALE OR TRANSFER OF ANY ASSETS IN A
TRANSACTION PERMITTED UNDER SECTION 6.05, CUSTOMARY RIGHTS AND RESTRICTIONS
CONTAINED IN AGREEMENTS RELATING TO SUCH SALE OR TRANSFER PENDING THE COMPLETION
THEREOF;
(G)
IN THE CASE OF ANY SUBSIDIARY THAT IS NOT A WHOLLY-OWNED SUBSIDIARY,
ANY PUT AND CALL ARRANGEMENTS RELATED TO ITS EQUITY INTERESTS SET FORTH IN ITS
ORGANIZATIONAL DOCUMENTS OR ANY RELATED JOINT VENTURE OR SIMILAR AGREEMENT;
(H)
LIENS ON ASSETS OF FOREIGN SUBSIDIARIES CUSTOMARILY GRANTED IN
CONNECTION WITH FINANCING TRANSACTIONS IN THE RESPECTIVE JURISDICTIONS OF SUCH
SUBSIDIARIES; PROVIDED THAT SUCH LIENS SHALL SECURE ONLY INDEBTEDNESS OR OTHER
OBLIGATIONS OF SUCH FOREIGN SUBSIDIARIES PERMITTED HEREUNDER; AND
(I)
OTHER LIENS SECURING INDEBTEDNESS IN AN AMOUNT THAT WILL NOT
RESULT IN A VIOLATION OF SECTION 6.01(B).
SECTION 6.03.
FUNDAMENTAL CHANGES; BUSINESS ACTIVITIES.
(A)
NONE OF THE
BORROWER OR ANY SUBSIDIARY WILL MERGE INTO OR CONSOLIDATE WITH ANY OTHER PERSON,
OR PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT, OR LIQUIDATE OR
DISSOLVE, EXCEPT THAT, IF AT THE TIME THEREOF AND IMMEDIATELY AFTER GIVING
EFFECT THERETO NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING (I) ANY
SUBSIDIARY MAY MERGE INTO THE BORROWER IN A TRANSACTION IN WHICH THE BORROWER IS
THE SURVIVING CORPORATION, (II) ANY PERSON MAY MERGE INTO OR CONSOLIDATE WITH
ANY SUBSIDIARY IN A TRANSACTION IN WHICH THE SURVIVING ENTITY IS A SUBSIDIARY
(AND, IF ANY PARTY TO SUCH MERGER OR CONSOLIDATION IS A SUBSIDIARY LOAN PARTY,
IS A SUBSIDIARY LOAN PARTY), (III) ANY SUBSIDIARY MAY MERGE INTO OR CONSOLIDATE
WITH ANY PERSON IN A TRANSACTION PERMITTED UNDER SECTION 6.05 IN WHICH THE
SURVIVING ENTITY IS