DETRACT
FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE WITH THE
ORDINARY CONDUCT OF THE BUSINESS OF THE BORROWERS OR ANY OF ITS SUBSIDIARIES;
(F)
ATTACHMENT OR JUDGMENT LIENS NOT CONSTITUTING AN EVENT OF DEFAULT
UNDER SECTION 9; PROVIDED THAT SUCH LIEN IS RELEASED WITHIN 60 DAYS AFTER THE
ENTRY THEREOF;
(G)
LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES TO SECURE
PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE IMPORTATION OF GOODS THAT ARE
NOT OVERDUE FOR A PERIOD OF MORE THAN 30 DAYS OR THAT ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS; PROVIDED THAT, SUCH LIENS DO NOT ENCUMBER
ANY PROPERTY OTHER THAN THE GOODS SUBJECT TO SUCH CUSTOMS DUTIES;
(H)
ZONING OR SIMILAR LAWS OR RIGHT RESERVED TO OR VESTED IN ANY
GOVERNMENTAL AUTHORITY TO CONTROL OR REGULATE THE USE OF ANY REAL PROPERTY;
(I)
LIENS SECURING OBLIGATIONS (OTHER THAN OBLIGATIONS REPRESENTING
INDEBTEDNESS FOR BORROWED MONEY) UNDER OPERATING, RECIPROCAL EASEMENT OR SIMILAR
AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OF THE BORROWERS AND
THEIR SUBSIDIARIES;
(J)
LICENSES OF INTELLECTUAL PROPERTY GRANTED BY THE BORROWERS OR ANY
OF THEIR SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS WHICH DO NOT INTERFERE
IN ANY MATERIAL RESPECT WITH THE ORDINARY CONDUCT OF THE BUSINESS OF THE
BORROWERS OR SUCH SUBSIDIARY;
(K)
LIENS IN EXISTENCE ON THE DATE HEREOF LISTED ON SCHEDULE 8.3(K),
SECURING INDEBTEDNESS PERMITTED BY SECTION 8.2(D), PROVIDED THAT NO SUCH LIEN IS
SPREAD TO COVER ANY ADDITIONAL PROPERTY AFTER THE CLOSING DATE AND THAT THE
AMOUNT OF INDEBTEDNESS SECURED THEREBY IS NOT INCREASED;
64
(L)
LIENS SECURING INDEBTEDNESS OF THE BORROWERS OR ANY OTHER
SUBSIDIARY INCURRED PURSUANT TO SECTION 8.2(E) TO FINANCE THE ACQUISITION OR
MANUFACTURE OF FIXED OR CAPITAL ASSETS, PROVIDED THAT (I) SUCH LIENS SHALL BE
CREATED WITHIN 90 DAYS OF THE ACQUISITION OR MANUFACTURE OF SUCH FIXED OR
CAPITAL ASSETS, (II) SUCH LIENS DO NOT AT ANY TIME ENCUMBER ANY PROPERTY OTHER
THAN THE PROPERTY FINANCED BY SUCH INDEBTEDNESS AND (III) THE AMOUNT OF
INDEBTEDNESS SECURED THEREBY IS NOT SUBSEQUENTLY INCREASED;
(M)
LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS;
(N)
ANY INTEREST OR TITLE OF A LESSOR OR LICENSOR UNDER ANY LEASE OR
LICENSE ENTERED INTO BY THE BORROWERS OR ANY OTHER SUBSIDIARY IN THE ORDINARY
COURSE OF ITS BUSINESS AND COVERING ONLY THE ASSETS SO LEASED; AND
(O)
LIENS SECURING INDEBTEDNESS OF THE BORROWERS OR ANY SUBSIDIARY
GUARANTORS INCURRED PURSUANT TO SECTION 8.2(J) 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 (AS TO THE BORROWERS AND ALL
SUBSIDIARIES) $25,000,000 AT ANY ONE TIME.
8.4.
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 SO LONG AS NO EVENT OF DEFAULT EXISTS