LEASE ENTERED INTO BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF ITS BUSINESS AND COVERING ONLY THE ASSETS SO LEASED;
(J)
UNTIL THE DATE WHICH IS 120 DAYS AFTER
THE ACQUISITION OF THE APPLICABLE ACQUIRED PERSON, ACQUIRED PERSON UNRELEASED
LIENS;
(K)
LIENS IN CONNECTION WITH ATTACHMENTS OR
JUDGMENTS IN CIRCUMSTANCES NOT CONSTITUTING AN EVENT OF DEFAULT UNDER
SECTION 8(H);
(L)
LIENS ON THE PROPERTY OR ASSETS OF A
PERSON WHICH BECOMES A SUBSIDIARY OF THE BORROWER AFTER THE DATE HEREOF, OR IS
ACQUIRED BY SUCH PERSON AFTER THE DATE HEREOF, SECURING INDEBTEDNESS PERMITTED
BY SECTION 7.2(G); PROVIDED THAT (I) SUCH LIENS EXISTED AT THE TIME SUCH PERSON
BECAME A SUBSIDIARY OF THE BORROWER, (II) SUCH LIENS WERE NOT GRANTED IN
CONNECTION WITH OR IN CONTEMPLATION OF THE APPLICABLE PERMITTED ACQUISITION AND
(III) THE AMOUNT OF INDEBTEDNESS SECURED THEREBY IS NOT INCREASED AND SUCH LIENS
ARE NOT EXPANDED TO COVER ADDITIONAL PROPERTY (OTHER THAN PROCEEDS THEREOF);
(M)
LIENS ON THE ASSETS OF ANY FOREIGN SUBSIDIARY
(OTHER THAN INTERCOMPANY NOTES PAYABLE TO BY A LOAN PARTY) WHICH SECURE
INDEBTEDNESS PERMITTED PURSUANT TO SECTION 7.2(K);
(N)
LIENS CONSISTENT WITH THOSE ARISING BY
OPERATION OF LAW CONSISTING OF CUSTOMARY AND ORDINARY COURSE RIGHTS OF SETOFF
UPON DEPOSITS OF CASH IN FAVOR OF BANKS OR OTHER DEPOSITORY INSTITUTIONS IN THE
ORDINARY COURSE OF BUSINESS;
(O)
LIENS ON UNEARNED PREMIUMS IN RESPECT OF
INSURANCE POLICIES SECURING INSURANCE PREMIUM FINANCING PERMITTED UNDER
SECTION 7.2(J);
(P)
LEGAL OWNERSHIP BY EACH TEXAS ASSIGNING
CORPORATION IN ASSETS THE BENEFICIAL INTERESTS OF WHICH IT TRANSFERRED, DIRECTLY
OR INDIRECTLY, TO A TEXAS ASSIGNEE LIMITED PARTNERSHIP AND BENEFICIAL OWNERSHIP
BY EACH TEXAS ASSIGNEE LIMITED PARTNERSHIP IN ASSETS THE LEGAL OWNERSHIP IS HELD
BY EACH TEXAS ASSIGNING CORPORATION;
(Q)
LICENSES OF OILFIELD INTELLECTUAL PROPERTY
IN THE ORDINARY COURSE OF BUSINESS; AND
(R)
LIENS NOT OTHERWISE PERMITTED BY THIS
SECTION 7.3 SO LONG AS NEITHER (I) THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE OBLIGATIONS SECURED THEREBY NOR (II) THE AGGREGATE BOOK VALUE (DETERMINED,
IN THE CASE OF EACH SUCH LIEN, AS OF THE DATE SUCH LIEN IS INCURRED) OF THE
ASSETS SUBJECT THERETO EXCEEDS (AS TO THE BORROWER AND ALL SUBSIDIARIES)
$10,000,000 AT ANY ONE TIME.
7.4
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:
76
(A)
ANY SOLVENT 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 WITH OR INTO ANY WHOLLY
OWNED GUARANTOR (PROVIDED THAT (I) SUCH GUARANTOR SHALL BE THE CONTINUING OR
SURVIVING CORPORATION OR (II) SIMULTANEOUSLY WITH SUCH TRANSACTION, THE
CONTINUING OR SURVIVING CORPORATION SHALL BECOME A GUARANTOR AND THE BORROWER
SHALL COMPLY WITH SECTION 6.10 IN CONNECTION THEREWITH);
(B)
ANY SUBSIDIARY OF THE BORROWER MAY DISPOSE
OF ANY OR ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR