PURSUANT TO WHICH SUCH SUBSIDIARY BECAME A SUBSIDIARY OR WAS ACQUIRED BY SANMINA
AND ONLY TO THE EXTENT APPLYING TO SUCH SUBSIDIARY; (VII) UNDER OR IN CONNECTION
WITH ANY JOINT VENTURE AGREEMENTS, PARTNERSHIP AGREEMENT, STOCK SALE AGREEMENTS
AND OTHER SIMILAR AGREEMENTS; PROVIDED THAT (A) ANY SUCH AGREEMENTS ARE ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS AND IN GOOD FAITH, AND (B) SUCH
RESTRICTIONS ARE REASONABLY CUSTOMARY FOR SUCH AGREEMENTS; (VIII) UNDER ANY
AGREEMENT, INSTRUMENT OR CONTRACT AFFECTING PROPERTY OR A PERSON AT THE TIME
SUCH PROPERTY OR PERSON WAS ACQUIRED BY SANMINA OR ANY OF ITS SUBSIDIARIES, SO
LONG AS SUCH RESTRICTION RELATES SOLELY TO THE PROPERTY OR PERSON SO ACQUIRED
AND WAS NOT CREATED IN CONNECTION WITH OR IN ANTICIPATION OF SUCH ACQUISITION;
(IX) EXISTING BY VIRTUE OF, OR ARISING UNDER, APPLICABLE LAW, REGULATION, ORDER,
APPROVAL, LICENSE, PERMIT, GRANT OR SIMILAR RESTRICTION, IN EACH CASE ISSUED OR
IMPOSED BY A GOVERNMENTAL AUTHORITY; (X) THAT RESULT FROM ANY REFINANCING DEBT
OF DEBT REFERRED TO IN CLAUSE (IV), (V), (VI), (VII) OR (VIII) OF THIS
SECTION 10.2.13; PROVIDED THAT THE RESTRICTIONS EXISTING UNDER OR BY REASON OF
ANY SUCH AGREEMENT, INSTRUMENT OR CONTRACT ARE NOT MATERIALLY LESS FAVORABLE,
TAKEN AS A WHOLE, TO THE LENDERS THAT THOSE UNDER THE AGREEMENT EVIDENCING THE
DEBT BEING REFINANCED; (XI) CUSTOMARY SUBROGATION WAIVERS IN GUARANTIES
PERMITTED UNDER THIS AGREEMENT, AND (XII) CONTAINED IN AGREEMENTS OR DOCUMENTS
ENTERED INTO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE RECEIVABLES
PURCHASE FACILITY OR SALES OR SECURITIZATIONS OF RECEIVABLES AND RELATED ASSETS
PERMITTED BY SECTION 10.2.5(E) OR (F); (XIII) SPECIFIC PROPERTY ENCUMBERED TO
SECURE PAYMENT OF PARTICULAR DEBT OR TO BE SOLD PURSUANT TO AN EXECUTED
AGREEMENT WITH RESPECT TO A DISPOSITION PERMITTED UNDER SECTION 10.2.5;
(XIV) RESTRICTIONS IN AGREEMENTS ENTERED INTO IN CONNECTION WITH THE INCURRENCE
OF PERMITTED LIENS, TO THE EXTENT THEY CONDITION, PROHIBIT OR LIMIT THE ABILITY
OF AGENT OR LENDERS FROM OBTAINING A LIEN ONLY ON THE PROPERTY, RIGHTS AND
ASSETS SUBJECT TO SUCH PERMITTED LIEN (BUT EXCLUDING ANY OF THE COLLATERAL);
(XV) ARISING IN CONNECTION WITH GRANTS FROM ANY GOVERNMENTAL AUTHORITY; AND
(XVI) EXISTING ON THE CLOSING DATE AND SET FORTH IN SECTION 10.2.13 TO THE
DISCLOSURE LETTER.
10.2.14
HEDGING AGREEMENTS.
ENTER INTO ANY HEDGING AGREEMENT, EXCEPT TO
HEDGE RISKS ARISING IN THE ORDINARY COURSE OF BUSINESS (CONSISTENT WITH PAST
PRACTICES) AND NOT FOR SPECULATIVE PURPOSES.
92
10.2.15
CONDUCT OF BUSINESS.
ENGAGE IN ANY BUSINESS, OTHER THAN ITS BUSINESS
AS CONDUCTED ON THE CLOSING DATE OR ANY PERMITTED BUSINESS, AND IN EACH CASE ANY
ACTIVITIES INCIDENTAL THERETO.
10.2.16
AFFILIATE TRANSACTIONS.
ENTER INTO OR BE PARTY TO ANY TRANSACTION
WITH AN AFFILIATE, EXCEPT (A) TRANSACTIONS CONTEMPLATED OR PERMITTED BY THE LOAN
DOCUMENTS; (B) PAYMENT OF REASONABLE COMPENSATION TO OFFICERS AND EMPLOYEES FOR
SERVICES ACTUALLY RENDERED, BENEFIT PLANS FOR OFFICERS AND EMPLOYEES ENTERED
INTO OR MAINTAINED AND ESTABLISHED IN THE ORDINARY COURSE OF BUSINESS, AND LOANS
AND ADVANCES PERMITTED BY SECTION 10.2.4; (C) PAYMENT OF CUSTOMARY DIRECTORS'
FEES AND INDEMNITIES; (D) TRANSACTIONS BETWEEN SANMINA