MATERIAL SUBSIDIARIES, TAKEN AS A WHOLE; AND
(III) PAY AND DISCHARGE ALL TAXES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR
ON ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO,
EXCEPT FOR ANY SUCH TAX THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH
AND BY PROPER PROCEEDINGS OR AGAINST WHICH ADEQUATE RESERVES ARE BEING
MAINTAINED.
(C)
MERGERS.
IMS HEALTH SHALL NOT CONSOLIDATE
WITH OR MERGE INTO ANY OTHER PERSON OR CONVEY, TRANSFER OR LEASE ITS PROPERTIES
AND ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON, UNLESS THE PERSON FORMED
BY SUCH CONSOLIDATION OR INTO WHICH IMS HEALTH IS MERGED OR THE PERSON WHICH
ACQUIRES BY CONVEYANCE OR TRANSFER, OR WHICH LEASES THE PROPERTIES AND ASSETS OF
IMS HEALTH SUBSTANTIALLY AS AN ENTIRETY EXPRESSLY ASSUMES IN WRITING THE DUE AND
PUNCTUAL PAYMENT OF ALL OBLIGATIONS AND THE PERFORMANCE OF EVERY OBLIGATION OF
IMS HEALTH TO BE PAID OR PERFORMED HEREUNDER.
(D)
LIENS, ETC.
IMS HEALTH WILL NOT, NOR WILL
IT PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN
UPON ANY OF ITS ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT:
(I)
LIENS EXISTING ON THE DATE HEREOF, WHICH
ARE REFLECTED IN THE BALANCE SHEET REFERRED TO IN SECTION 8(A)(I) HEREOF OR THE
FOOTNOTES THERETO; AND RENEWALS, EXTENSIONS AND CONTINUATIONS THEREOF, PROVIDED
THAT SUCH RENEWALS, EXTENSIONS AND CONTINUATIONS SHALL NOT (A) INCREASE THE
AMOUNT OF INDEBTEDNESS SECURED THEREBY, OR (B) EXTEND THE COVERAGE THEREOF
BEYOND THE ORIGINAL COVERAGE OF SUCH LIEN;
(II)
LIENS FOR TAXES, ASSESSMENTS OR OTHER
GOVERNMENTAL CHARGES NOT YET DELINQUENT OR BEING CONTESTED IN GOOD FAITH AND BY
APPROPRIATE PROCEEDINGS; LIENS IN CONNECTION WITH WORKERS' COMPENSATION,
UNEMPLOYMENT INSURANCE OR OTHER SOCIAL SECURITY OBLIGATIONS; LIENS SECURING THE
PERFORMANCE OF BIDS, TENDERS,
11
CONTRACTS, SURETY AND APPEAL BONDS; LIENS TO SECURE PROGRESS OR PARTIAL PAYMENTS
AND OTHER LIENS OF LIKE NATURE ARISING IN THE ORDINARY COURSE OF BUSINESS;
MECHANICS', WORKMEN'S, MATERIALMEN'S OR OTHER LIKE LIENS ARISING IN THE ORDINARY
COURSE OF BUSINESS IN RESPECT OF OBLIGATIONS WHICH ARE NOT YET DUE OR WHICH ARE
BEING CONTESTED IN GOOD FAITH; AND OTHER LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS AND INCIDENTAL TO THE CONDUCT OF THE BUSINESS OF IMS HEALTH OR SUCH
SUBSIDIARY OR TO THE OWNERSHIP OF ITS PROPERTIES OR ASSETS, WHICH WERE NOT
INCURRED IN CONNECTION WITH THE BORROWING OF MONEY AND WHICH DO NOT MATERIALLY
DETRACT FROM THE VALUE OF ITS PROPERTIES OR ASSETS OR MATERIALLY AFFECT THE USE
THEREOF IN THE OPERATION OF ITS BUSINESS;
(III)
LIENS IN RESPECT OF JUDGMENTS AND AWARDS TO
THE EXTENT THAT SUCH JUDGMENTS OR AWARDS ARE BEING CONTESTED IN GOOD FAITH AND
ADEQUATE INSURANCE OR APPROPRIATE RESERVES ARE MAINTAINED WITH RESPECT THERETO
ON THE BOOKS OF IMS HEALTH TO THE EXTENT REQUIRED BY GAAP AND SO LONG AS
EXECUTION IS NOT LEVIED THEREUNDER;
(IV)
LIENS ON PROPERTY ACQUIRED AFTER THE DATE
HEREOF WHICH LIENS EXISTED WHEN SUCH PROPERTY WAS ACQUIRED, AND EXTENSIONS AND
RENEWALS OF SUCH