INTELLECTUAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS;
(L)
LIENS ON FIXED ASSETS EXISTING AT THE TIME SUCH FIXED ASSETS ARE ACQUIRED
IN CONNECTION WITH A PERMITTED ACQUISITION AND NOT CREATED IN CONTEMPLATION
THEREOF;
(M)
DEPOSITS IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000 AT ANY ONE TIME
OUTSTANDING MADE IN THE ORDINARY COURSE OF BUSINESS TO SECURE LIABILITY TO
INSURANCE CARRIERS;
(N)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES TO SECURE PAYMENT OF
CUSTOMS DUTIES IN CONNECTION WITH THE IMPORTATION OF GOODS IN THE ORDINARY
COURSE OF BUSINESS AND OTHER SIMILAR LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS;
64
(O)
LIENS UPON SPECIFIC ITEMS OF INVENTORY OR OTHER GOODS AND PROCEEDS OF ANY
PERSON SECURING SUCH PERSON'S OBLIGATIONS IN RESPECT OF BANKERS' ACCEPTANCES
ISSUED OR CREATED FOR THE ACCOUNT OF SUCH PERSON TO FACILITATE THE PURCHASE,
SHIPMENT OR STORAGE OF SUCH INVENTORY OR OTHER GOODS;
(P)
LEASES OR SUBLEASES GRANTED TO THIRD PERSONS NOT INTERFERING WITH THE
ORDINARY COURSE OF BUSINESS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(Q)
[RESERVED];
(R)
LIENS ON ASSETS OF A SUBSIDIARY OF THE BORROWER THAT IS NOT A GUARANTOR
SECURING INDEBTEDNESS OF THAT SUBSIDIARY; PROVIDED THAT SUCH INDEBTEDNESS WAS
PERMITTED TO BE INCURRED BY SECTION 6.2;
(S)
LIENS ARISING OUT OF CONDITIONAL SALE, TITLE RETENTION, CONSIGNMENT OR
SIMILAR ARRANGEMENTS FOR THE SALE OF GOODS ENTERED INTO BY THE BORROWER OR ANY
OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(T)
LIENS SECURING INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY INCURRED
PURSUANT TO SECTION 6.2(H) TO FINANCE THE ACQUISITION (INCLUDING, WITHOUT
LIMITATION, BY WAY OF MERGER) OF CAPITAL STOCK OF ANY PERSON; PROVIDED THAT (I)
SUCH LIENS SHALL BE CREATED SUBSTANTIALLY SIMULTANEOUSLY WITH THE ACQUISITION OF
SUCH CAPITAL STOCK, (II) SUCH LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY
OTHER THAN THE CAPITAL STOCK OF SUCH ACQUIRED PERSON AND (III) THE AMOUNT OF
INDEBTEDNESS SECURED THEREBY DOES NOT EXCEED $30,000,000; AND
(U)
LIENS NOT OTHERWISE PERMITTED BY THIS SECTION 6.3, SO LONG AS NEITHER (I)
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED THEREBY
NOR (II) THE AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF THE DATE SUCH LIEN IS
INCURRED) OF THE ASSETS SUBJECT THERETO EXCEEDS $10,000,000 AT ANY ONE TIME.
6.4
Limitation on 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 MAY BE MERGED OR CONSOLIDATED WITH OR INTO THE BORROWER
(PROVIDED THAT THE BORROWER SHALL BE THE CONTINUING OR SURVIVING CORPORATION) OR
WITH OR INTO ANY SUBSIDIARY GUARANTOR (PROVIDED THAT SUCH SUBSIDIARY GUARANTOR
SHALL BE THE CONTINUING OR SURVIVING CORPORATION);
(B)
ANY SUBSIDIARY THAT IS NOT A SUBSIDIARY GUARANTOR MAY BE MERGED OR
CONSOLIDATED WITH OR INTO ANY OTHER SUBSIDIARY THAT IS NOT A SUBSIDIARY
GUARANTOR;
(C)
ANY SUBSIDIARY MAY DISPOSE OF ANY OR ALL OF ITS ASSETS (UPON VOLUNTARY
LIQUIDATION OR OTHERWISE) TO