OR ORDER;
(5)
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,
OR THE PROPERTY OR ASSETS OF THE PERSON AND ITS SUBSIDIARIES, SO ACQUIRED OR THE
PROPERTY OR ASSETS ASSUMED;
(6)
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;
85
(7)
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;
(8)
RESTRICTIONS ON CASH OR OTHER DEPOSITS OR NET WORTH IMPOSED BY
CUSTOMERS UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(9)
OTHER INDEBTEDNESS, DISQUALIFIED STOCK OR PREFERRED STOCK OF
FOREIGN SUBSIDIARIES PERMITTED TO BE INCURRED SUBSEQUENT TO THE CLOSING DATE
PURSUANT SECTION 9.7 HEREOF;
(10)
CUSTOMARY PROVISIONS IN JOINT VENTURE AGREEMENTS AND OTHER
AGREEMENTS OR ARRANGEMENTS RELATING SOLELY TO SUCH JOINT VENTURE;
(11)
CUSTOMARY PROVISIONS CONTAINED IN LEASES OR LICENSES OF
INTELLECTUAL PROPERTY AND OTHER AGREEMENTS, IN EACH CASE, ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS;
(12)
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;
(13)
RESTRICTIONS CREATED IN CONNECTION WITH ANY RECEIVABLES FACILITY
THAT, IN THE GOOD FAITH DETERMINATION OF THE BORROWER ARE NECESSARY OR ADVISABLE
TO EFFECT THE TRANSACTIONS CONTEMPLATED UNDER SUCH RECEIVABLES FACILITY; AND
(14)
ANY ENCUMBRANCES OR RESTRICTIONS OF THE TYPE REFERRED TO IN CLAUSES
(1), (2) AND (3) OF SECTION 9.6(A) HEREOF IMPOSED BY ANY AMENDMENTS,
MODIFICATIONS, RESTATEMENTS, RENEWALS, INCREASES, SUPPLEMENTS, REFUNDINGS,
REPLACEMENTS OR REFINANCINGS OF THE CONTRACTS, INSTRUMENTS OR OBLIGATIONS
REFERRED TO IN CLAUSES (1) THROUGH (13) OF THIS SECTION 9.6(B); PROVIDED THAT
SUCH AMENDMENTS, MODIFICATIONS, RESTATEMENTS, RENEWALS, INCREASES, SUPPLEMENTS,
REFUNDINGS, REPLACEMENTS OR REFINANCINGS ARE, IN THE GOOD FAITH JUDGMENT OF THE
BORROWER, NOT MATERIALLY MORE RESTRICTIVE WITH RESPECT TO SUCH ENCUMBRANCE AND
OTHER RESTRICTIONS TAKEN AS A WHOLE THAN THOSE PRIOR TO SUCH