INVESTMENTS IN
REPURCHASE AGREEMENTS PERMITTED UNDER SECTION 10.5;
(M)
LIENS ENCUMBERING REASONABLE CUSTOMARY INITIAL DEPOSITS AND MARGIN
DEPOSITS AND SIMILAR LIENS ATTACHING TO COMMODITY TRADING ACCOUNTS OR OTHER
BROKERAGE ACCOUNTS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND NOT FOR
SPECULATIVE PURPOSES;
(N)
LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF (I) RELATING TO THE
ESTABLISHMENT OF DEPOSITORY RELATIONS WITH BANKS NOT GIVEN IN CONNECTION WITH
THE ISSUANCE OF INDEBTEDNESS, (II) RELATING TO POOLED DEPOSIT, AUTOMATIC
CLEARINGHOUSE OR SWEEP ACCOUNTS OF HOLDINGS, THE BORROWER OR ANY RESTRICTED
SUBSIDIARY TO PERMIT SATISFACTION OF OVERDRAFT OR SIMILAR OBLIGATIONS INCURRED
IN THE ORDINARY COURSE OF BUSINESS OF HOLDINGS, THE BORROWER AND THE RESTRICTED
SUBSIDIARIES OR (III) RELATING TO PURCHASE ORDERS AND OTHER AGREEMENTS ENTERED
INTO WITH CUSTOMERS OF HOLDINGS, THE BORROWER OR ANY RESTRICTED SUBSIDIARY IN
THE ORDINARY COURSE OF BUSINESS;
(O)
LIENS SOLELY ON ANY CASH EARNEST MONEY DEPOSITS MADE BY HOLDINGS,
THE BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES IN CONNECTION WITH ANY LETTER
OF INTENT OR PURCHASE AGREEMENT PERMITTED HEREUNDER;
(P)
LIENS ON INSURANCE POLICIES AND THE PROCEEDS THEREOF SECURING THE
FINANCING OF THE PREMIUMS WITH RESPECT THERETO;
(Q)
LIENS SECURING INDEBTEDNESS UNDER ANY MARGIN LINE OF CREDIT OR
WAREHOUSE LINE OF CREDIT; AND
(R)
OTHER LIENS NOT OTHERWISE PERMITTED BY THIS SECTION 10.2 SO LONG
AS THE AGGREGATE AMOUNT OF OBLIGATIONS SECURED THEREBY DOES NOT EXCEED
$10,000,000.
10.3
Limitation on Fundamental Changes Except as expressly permitted by
Section 10.4 or 10.5, Holdings and the Borrower will not, and will not permit
any of the Restricted Subsidiaries to, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of all or substantially all its business units, assets or
other properties, except that:
(A)
ANY SUBSIDIARY OF THE BORROWER OR ANY OTHER PERSON MAY BE MERGED,
AMALGAMATED OR CONSOLIDATED WITH OR INTO THE BORROWER; PROVIDED, THAT (I) THE
BORROWER SHALL BE THE
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CONTINUING OR SURVIVING CORPORATION OR THE PERSON FORMED BY OR SURVIVING ANY
SUCH MERGER, AMALGAMATION OR CONSOLIDATION (IF OTHER THAN THE BORROWER) SHALL BE
AN ENTITY ORGANIZED OR EXISTING UNDER THE LAWS OF THE UNITED STATES, ANY STATE
THEREOF, THE DISTRICT OF COLUMBIA OR ANY TERRITORY THEREOF (THE BORROWER OR SUCH
PERSON, AS THE CASE MAY BE, BEING HEREIN REFERRED TO AS THE "SUCCESSOR
BORROWER"), (II) THE SUCCESSOR BORROWER (IF OTHER THAN THE BORROWER) SHALL
EXPRESSLY ASSUME ALL THE OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS PURSUANT TO A SUPPLEMENT HERETO OR THERETO IN FORM
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, (III) NO DEFAULT OR EVENT
OF DEFAULT WOULD RESULT FROM THE CONSUMMATION OF SUCH MERGER, AMALGAMATION OR
CONSOLIDATION, (IV) THE SUCCESSOR BORROWER SHALL BE IN COMPLIANCE, ON A PRO
FORMA BASIS AFTER GIVING EFFECT TO SUCH MERGER, AMALGAMATION OR CONSOLIDATION,
WITH THE COVENANTS SET FORTH IN SECTIONS 10.9 AND 10.10, AS SUCH COVENANTS ARE
RECOMPUTED AS AT THE LAST DAY OF THE MOST