4-210 OF THE
UNIFORM COMMERCIAL CODE ON ITEMS IN THE COURSE OF COLLECTION AND (II) IN FAVOR
OF A BANKING INSTITUTION ARISING AS A MATTER OF LAW ENCUMBERING DEPOSITS
(INCLUDING THE RIGHT TO SET OFF) AND WHICH ARE WITHIN THE GENERAL PARAMETERS
CUSTOMARY IN THE BANKING INDUSTRY;
(J)
LIENS (I) ON CASH ADVANCES IN FAVOR OF THE SELLER OF ANY PROPERTY
TO BE ACQUIRED IN AN INVESTMENT PERMITTED PURSUANT TO SECTIONS 10.5 TO BE
APPLIED AGAINST THE PURCHASE PRICE FOR SUCH INVESTMENT, AND (II) CONSISTING OF
AN AGREEMENT TO SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ANY PROPERTY IN A
TRANSACTION PERMITTED UNDER SECTION 10.4, IN EACH CASE, SOLELY TO THE EXTENT
SUCH INVESTMENT OR SALE, DISPOSITION, TRANSFER OR LEASE, AS THE CASE MAY BE,
WOULD HAVE BEEN PERMITTED ON THE DATE OF THE CREATION OF SUCH LIEN;
(K)
LIENS ARISING OUT OF CONDITIONAL SALE, TITLE RETENTION,
CONSIGNMENT OR SIMILAR ARRANGEMENTS FOR SALE OF GOODS ENTERED INTO BY THE
BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES IN THE ORDINARY COURSE OF
BUSINESS PERMITTED BY THIS AGREEMENT;
(L)
LIENS DEEMED TO EXIST IN CONNECTION WITH 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;
88
(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