7.5, IN EACH
CASE, SOLELY TO THE EXTENT SUCH INVESTMENT OR DISPOSITION, AS THE CASE MAY BE,
WOULD HAVE BEEN PERMITTED ON THE DATE OF THE CREATION OF SUCH LIEN, AND (III) ON
SECURITIES THAT ARE THE SUBJECT OF REPURCHASE AGREEMENTS CONSTITUTING PERMITTED
INVESTMENTS;
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(Q)
(I) ANY INTEREST OR TITLE OF A LESSOR UNDER LEASES ENTERED INTO BY
HOLDINGS OR ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS AND
(II) GROUND LEASES IN RESPECT OF REAL PROPERTY ON WHICH FACILITIES OWNED OR
LEASED BY THE LOAN PARTIES ARE LOCATED;
(R)
LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF (I) RELATING TO THE
ESTABLISHMENT OF DEPOSITORY RELATIONS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS
NOT GIVEN IN CONNECTION WITH THE ISSUANCE OF INDEBTEDNESS, (II) RELATING TO
POOLED DEPOSIT OR SWEEP ACCOUNTS OF PARENT OR ANY OF ITS SUBSIDIARIES TO PERMIT
SATISFACTION OF OVERDRAFT OR SIMILAR OBLIGATIONS INCURRED IN THE ORDINARY COURSE
OF BUSINESS OF PARENT AND ITS SUBSIDIARIES OR (III) RELATING TO PURCHASE ORDERS
AND OTHER AGREEMENTS ENTERED INTO WITH CUSTOMERS OF PARENT OR ANY OF ITS
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(S)
LIENS ARISING OUT OF CONDITIONAL SALE, TITLE RETENTION, CONSIGNMENT OR
SIMILAR ARRANGEMENTS FOR SALE OF GOODS ENTERED INTO BY THE BORROWER OR ANY OF
THE SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(T)
LIENS SOLELY ON ANY CASH EARNEST MONEY DEPOSITS MADE BY HOLDINGS OR ANY
OF THE SUBSIDIARIES IN CONNECTION WITH ANY LETTER OF INTENT OR PURCHASE
AGREEMENT PERMITTED HEREUNDER;
(U)
LIENS ARISING FROM PRECAUTIONARY UNIFORM COMMERCIAL CODE FINANCING
STATEMENT FILINGS;
(V)
OTHER LIENS SECURING INDEBTEDNESS OR OTHER OBLIGATIONS IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED $11,500,000;
(W)
LIENS SECURING INDEBTEDNESS TO THE EXTENT SUCH INDEBTEDNESS IS PERMITTED
UNDER SECTIONS 7.3(L) AND (Q);
(X)
PLEDGES AND DEPOSITS IN THE ORDINARY COURSE OF BUSINESS SECURING
DEDUCTIBLES, SELF-INSURANCE, CO-PAYMENTS (OR INSURANCE OF SIMILAR OBLIGATIONS)
OR LIABILITIES FOR REIMBURSEMENT OBLIGATIONS OF (INCLUDING IN RESPECT OF LETTERS
OF CREDIT OR BANK GUARANTEES FOR THE BENEFIT OF), INSURANCE CARRIERS PROVIDING
PROPERTY, CASUALTY OR LIABILITY INSURANCE TO ANY LOAN PARTY;
(Y)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 7.3(S); PROVIDED THAT
SUCH LIEN SHALL NOT ENCUMBER PROPERTY OF ANY LOAN PARTY; AND
(Z)
LIENS PURSUANT TO THE PARTNERSHIP PARKS AGREEMENTS OR ON LIMITED
PARTNERSHIP UNITS OWNED BY ANY OF THE PARTNERSHIP PARKS ENTITIES.
7.5.
Prohibition of Fundamental Changes.
(A)
MERGERS.
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE WITH OR INTO ANOTHER
PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A SERIES OF
TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT:
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(I)
HOLDINGS OR ANY SUBSIDIARY OF THE BORROWER MAY MERGE WITH (A) THE
BORROWER (INCLUDING A MERGER, THE PURPOSE OF WHICH IS TO REORGANIZE THE BORROWER
INTO A NEW JURISDICTION), PROVIDED THAT (X) THE BORROWER SHALL BE THE CONTINUING
OR SURVIVING PERSON AND (Y) SUCH MERGER DOES NOT RESULT IN THE BORROWER CEASING
TO BE INCORPORATED UNDER THE LAWS