UCC FINANCING
STATEMENTS RELATING SOLELY TO OPERATING LEASES OF PERSONAL PROPERTY ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS;
(J)
LIENS SECURING INDEBTEDNESS IN AN AMOUNT OF NOT MORE THAN $5,000,000 IN
THE AGGREGATE AT ANY TIME OUTSTANDING PERMITTED BY SECTION 8.2(G); PROVIDED SUCH
LIENS WERE NOT GRANTED IN CONNECTION WITH, OR IN CONTEMPLATION OF, THE OBLIGOR
ON SUCH INDEBTEDNESS BECOMING SUCH A SUBSIDIARY AND DO NOT EXCEED THE VALUE OF
THE ASSETS ACQUIRED WHEN SUCH OBLIGOR BECAME A SUBSIDIARY;
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(K)
ANY INTEREST OR TITLE OF A LESSOR, LICENSOR OR SUBLICENSOR UNDER ANY
LEASE, LICENSE OR SUBLICENSE ENTERED INTO BY THE BORROWER OR ANY OTHER
SUBSIDIARY IN THE ORDINARY COURSE OF ITS BUSINESS AND COVERING ONLY THE ASSETS
SO LEASED;
(L)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A MATTER OF
LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE IMPORTATION OF
GOODS;
(M)
LIENS DEEMED TO EXIST IN CONNECTION WITH PERMITTED REPURCHASE OBLIGATIONS
OR SET-OFF RIGHTS;
(N)
REPLACEMENT, EXTENSION OR RENEWAL OF ANY LIEN PERMITTED HEREIN IN THE SAME
PROPERTY THERETOFORE SUBJECT THERETO; PROVIDED THE AMOUNT OF INDEBTEDNESS
SECURED THEREBY IS NOT INCREASED;
(O)
LIENS SECURING REIMBURSEMENT OBLIGATIONS IN RESPECT OF DOCUMENTARY LETTERS
OF CREDIT OR BANKERS' ACCEPTANCES; PROVIDED THAT SUCH LIENS ATTACH ONLY TO THE
DOCUMENTS, THE GOODS COVERED THEREBY AND THE PROCEEDS THEREOF;
(P)
RIGHTS OF SETOFF OR BANKERS' LIENS UPON DEPOSITS OF CASH IN FAVOR OF BANKS
OR OTHER DEPOSITORY INSTITUTIONS AND LIENS ASSOCIATED WITH OVERDRAFT PROTECTION
AND NETTING SERVICES;
(Q)
LIENS IN CONNECTION WITH THE FINANCING OF INSURANCE PREMIUMS, PROVIDED
SUCH LIENS SHALL NOT EXCEED THE AMOUNT OF SUCH PREMIUMS SO FINANCED;
(R)
LIENS ARISING AS A MATTER OF LAW ENCUMBERING CUSTOMARY INITIAL DEPOSITS
AND MARGIN DEPOSITS, AND SIMILAR LIENS AND MARGIN DEPOSITS, AND SIMILAR LIENS
ATTACHING TO COMMODITY TRADING ACCOUNTS OR OTHER BROKERAGE ACCOUNTS INCURRED IN
THE ORDINARY COURSE OF BUSINESS;
(S)
LIENS IN FAVOR OF COLLECTING BANKS ARISING UNDER SECTION 4-210 OF THE UCC;
(T)
LIENS ON THE ASSETS OF FOREIGN SUBSIDIARIES, TO THE EXTENT SECURING
INDEBTEDNESS PERMITTED HEREUNDER;
(U)
OTHER LIENS NOT SPECIFICALLY LISTED ABOVE SECURING INDEBTEDNESS NOT TO
EXCEED $5,000,000 OUTSTANDING AT ANY ONE TIME IN THE AGGREGATE; AND
(V)
LIENS SECURING PERMITTED REFINANCING DEBT INCURRED PURSUANT TO SECTION
8.2(D), WHICH LIENS SHALL BE SUBORDINATE IN ALL RESPECTS TO THE LIENS IN FAVOR
OF THE LENDERS GRANTED PURSUANT TO THE SECURITY DOCUMENTS AND IN ACCORDANCE WITH
THE INTERCREDITOR AGREEMENT.
8.4.
Fundamental Changes.
Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:
(A)
ANY SUBSIDIARY OF THE BORROWER MAY BE MERGED OR CONSOLIDATED WITH OR INTO
THE BORROWER (PROVIDED THAT THE BORROWER SHALL BE THE CONTINUING OR SURVIVING
CORPORATION) OR
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WITH OR INTO ANY SUBSIDIARY GUARANTOR (PROVIDED THAT THE SUBSIDIARY GUARANTOR
SHALL BE THE CONTINUING OR SURVIVING CORPORATION) OR, SUBJECT TO SECTION 8.8(P),
WITH OR INTO ANY FOREIGN