LIENS, RIGHTS OF SET-OFF, NETTING OR SIMILAR
RIGHTS AND REMEDIES AS TO DEPOSIT, SECURITIES AND COMMODITIES ACCOUNTS;
(I)
LIENS OF SELLERS OF GOODS TO THE BORROWER AND ANY OF ITS
SUBSIDIARIES ARISING UNDER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE OR SIMILAR
PROVISIONS OF APPLICABLE LAW IN THE ORDINARY COURSE OF BUSINESS SOLELY IN
CONNECTION WITH THE PURCHASE OF SUCH GOODS;
(J)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING BY
OPERATION OF LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS;
(K)
LIENS DEEMED TO EXIST IN CONNECTION WITH INVESTMENTS IN REPURCHASE
AGREEMENTS DESCRIBED UNDER CLAUSE (D) OF THE DEFINITION OF PERMITTED
INVESTMENTS;
(L)
LIENS OF A COLLECTION BANK ARISING UNDER SECTION 4-210 OF THE
UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE APPLICABLE STATE OR DISTRICT OF
COLUMBIA;
(M)
LIENS IN FAVOR OF ANY OBLIGOR SECURING INDEBTEDNESS PERMITTED UNDER
SECTION 6.01(D) AND SECTION 6.01(F); PROVIDED THAT ANY SUCH LIENS ENCUMBERING
ASSETS OF AN OBLIGOR SHALL BE SUBORDINATED IN RIGHT OF PAYMENT TO THE
OBLIGATIONS OF SUCH OBLIGOR UNDER THE LOAN DOCUMENTS ON TERMS REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
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(N)
LIENS ARISING OUT OF CONDITIONAL SALE, TITLE RETENTION,
CONSIGNMENT OR SIMILAR ARRANGEMENTS, OR BY WAY OF CONTRACT THAT SECURES
INDEBTEDNESS UNDER ANY AGREEMENT, FOR THE SALE OF GOODS AND SERVICES; AND
(O)
LIENS ON EQUITY INTERESTS CONSISTING OF PREFERRED EQUITY
CERTIFICATES OF DYNAMIC MATERIAL LUXEMBOURG 1 S.À R.L. AND DYNAMIC MATERIALS
LUXEMBOURG 2 S.À R.L., THAT (I) REQUIRE A HOLDER OF COMMON OR ORDINARY SHARES OF
SUCH ISSUERS TO HOLD SUCH PREFERRED EQUITY CERTIFICATES IN A SPECIFIED
PROPORTION, (II) REQUIRE A HOLDER OF SUCH PREFERRED EQUITY CERTIFICATES TO HOLD
COMMON OR ORDINARY SHARES OF SUCH ISSUERS IN A SPECIFIED PROPORTION, (III)
RESTRICT TRANSFERS OF SUCH PREFERRED EQUITY CERTIFICATES, COMMON SHARES OR
ORDINARY SHARES OF SUCH ISSUERS TO TRANSFERS THAT RESULT IN COMPLIANCE WITH THE
PRECEDING CLAUSES (I) AND (II) OR (IV) PERMIT SUCH ISSUERS TO CALL OR REDEEM
SUCH EQUITY INTERESTS.
Section 6.03
Fundamental Changes
No Borrower will, and will permit
any of its respective Subsidiaries to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing and, if
such transaction involves the US Borrower, the US Borrower shall survive such
transaction:
(A)
ANY SUBSIDIARY OF THE US BORROWER MAY MERGE INTO OR CONSOLIDATE
WITH ANOTHER SUBSIDIARY OF THE US BORROWER AND ANY SUBSIDIARY OF THE US BORROWER
MAY MERGE INTO OR CONSOLIDATE WITH THE US BORROWER;
(B)
ANY SUBSIDIARY OF THE US BORROWER MAY MERGE INTO OR CONSOLIDATE
WITH ANY OTHER PERSON SO LONG AS SUCH SUBSIDIARY IS THE SURVIVING ENTITY OF SUCH
MERGER OR CONSOLIDATION TO THE EXTENT PERMITTED UNDER SECTION 6.10;
(C)
ANY SUBSIDIARY OF THE US BORROWER MAY LIQUIDATE OR DISSOLVE SO
LONG AS AN OBLIGOR ACQUIRES ALL OR SUBSTANTIALLY ALL