LEASES, LICENSES, SUBLEASES OR SUBLICENSES (INCLUDING THE PROVISION OF
SOFTWARE UNDER AN OPEN SOURCE LICENSE) GRANTED TO OTHERS IN THE ORDINARY COURSE
OF BUSINESS WHICH DO NOT (I) INTERFERE IN ANY MATERIAL RESPECT WITH THE BUSINESS
OF HOLDINGS OR ANY MATERIAL SUBSIDIARY, TAKEN AS A WHOLE, OR (II) SECURE ANY
INDEBTEDNESS;
(N) 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
IN THE ORDINARY COURSE OF BUSINESS;
(O) LIENS (I) OF A COLLECTION BANK ARISING UNDER SECTION 4-210 OF THE UNIFORM
COMMERCIAL CODE ON THE ITEMS IN THE COURSE OF COLLECTION, (II) ATTACHING TO
COMMODITY TRADING ACCOUNTS OR OTHER COMMODITIES BROKERAGE ACCOUNTS INCURRED IN
THE ORDINARY COURSE OF BUSINESS AND (III) IN FAVOR OF A BANKING OR OTHER
FINANCIAL INSTITUTION ARISING AS A MATTER OF LAW ENCUMBERING DEPOSITS OR OTHER
FUNDS MAINTAINED WITH A FINANCIAL INSTITUTION (INCLUDING THE RIGHT OF SET OFF)
AND WHICH ARE WITHIN THE GENERAL PARAMETERS CUSTOMARY IN THE BANKING INDUSTRY;
(P) LIENS (I) ON CASH ADVANCES IN FAVOR OF THE SELLER OF ANY PROPERTY TO BE
ACQUIRED IN AN INVESTMENT PERMITTED PURSUANT TO SECTION 9.7 TO BE APPLIED
AGAINST THE PURCHASE PRICE FOR SUCH INVESTMENT AND (II) CONSISTING OF AN
AGREEMENT TO DISPOSE OF ANY PROPERTY IN A DISPOSITION PERMITTED UNDER SECTION
9.4, 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;
(Q) ANY INTEREST OR TITLE OF A LESSOR UNDER LEASES ENTERED INTO BY HOLDINGS OR
ANY OF ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(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 HOLDINGS OR ANY OF ITS SUBSIDIARIES TO
PERMIT SATISFACTION OF OVERDRAFT OR SIMILAR OBLIGATIONS INCURRED IN THE ORDINARY
COURSE OF BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES OR (III) RELATING TO
PURCHASE ORDERS AND OTHER AGREEMENTS ENTERED INTO WITH CUSTOMERS OF HOLDINGS 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 BORROWERS 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; AND
(V) OTHER LIENS SECURING INDEBTEDNESS OR OTHER OBLIGATIONS IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED $10,000,000.
92
9.4.
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