(C) RELATING TO PURCHASE ORDERS
AND OTHER AGREEMENTS ENTERED INTO WITH CUSTOMERS OF THE COMPANY OR ANY
SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS;
(M)
LIENS SOLELY ON CASH EARNEST MONEY DEPOSITS OR DEPOSITS IN CONNECTION WITH
INDEMNITY OBLIGATIONS MADE BY THE COMPANY OR ANY SUBSIDIARY IN CONNECTION WITH
ANY LETTER OF INTENT OR PURCHASE AGREEMENT ENTERED INTO IN CONNECTION WITH ANY
ACQUISITION BY THE COMPANY OR ANY SUBSIDIARY PERMITTED HEREUNDER;
(N)
LIENS ARISING FROM PRECAUTIONARY UNIFORM COMMERCIAL CODE FINANCING
STATEMENT FILINGS SOLELY AS A PRECAUTIONARY MEASURE IN CONNECTION WITH OPERATING
LEASES OR CONSIGNMENT OF GOODS;
(O)
LIENS ON INSURANCE POLICIES AND THE PROCEEDS THEREOF GRANTED IN THE
ORDINARY COURSE OF BUSINESS TO SECURE THE FINANCING OF INSURANCE PREMIUMS WITH
RESPECT THERETO AS PERMITTED UNDER SECTION 6.01(P);
(P)
CUSTOMARY LIENS SECURING ANY OVERDRAFT AND RELATED LIABILITIES ARISING FROM
TREASURY, DEPOSITORY OR CASH MANAGEMENT SERVICES OR AUTOMATED CLEARING HOUSE
TRANSFERS OF FUNDS, ALL IN FAVOR OF THE PROVIDER OF SUCH SERVICES;
(Q)
ANY ENCUMBRANCE OR RESTRICTION (INCLUDING PUT AND CALL ARRANGEMENTS) WITH
RESPECT TO THE TRANSFER OF THE EQUITY INTERESTS OF ANY JOINT VENTURE OR SIMILAR
ARRANGEMENT PURSUANT TO THE TERMS THEREOF;
(R)
LIENS ON SPECIFIC ITEMS OF INVENTORY OR OTHER GOODS AND THE PROCEEDS
THEREOF SECURING OBLIGATIONS IN RESPECT OF DOCUMENTARY LETTERS OF CREDIT OR
BANKERS' ACCEPTANCES ISSUED OR CREATED FOR THE ACCOUNT OF THE COMPANY OR ANY
SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS TO FACILITATE THE PURCHASE,
SHIPMENT OR STORAGE OF SUCH INVENTORY OR OTHER GOODS;
(S)
LIENS ARISING BY OPERATION OF LAW UNDER §1120 OF THE GERMAN CIVIL CODE
(BÜRGERLICHES GESETZBUCH), UNDER §369 OF THE GERMAN COMMERCIAL CODE
(HANDELSGESETZBUCH) OR UNDER SIMILAR PROVISIONS OF SWISS LAW; AND
(T)
LIENS ON ASSETS OF THE COMPANY AND ITS SUBSIDIARIES NOT OTHERWISE PERMITTED
ABOVE SO LONG AS THE AGGREGATE PRINCIPAL AMOUNT OF THE INDEBTEDNESS SUBJECT TO
SUCH LIENS DOES NOT AT ANY TIME EXCEED $25,000,000.
SECTION 6.03.
FUNDAMENTAL CHANGES AND ASSET SALES.
(A) THE COMPANY WILL NOT,
AND WILL NOT PERMIT ANY SUBSIDIARY TO, MERGE INTO OR CONSOLIDATE WITH ANY OTHER
PERSON, OR PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT, OR
SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF (IN ONE TRANSACTION OR IN A SERIES
OF TRANSACTIONS) ANY OF ITS ASSETS, (INCLUDING PURSUANT TO A SALE AND LEASEBACK
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TRANSACTION), OR ANY OF THE EQUITY INTERESTS OF ANY OF ITS SUBSIDIARIES (IN EACH
CASE, WHETHER NOW OWNED OR HEREAFTER ACQUIRED), OR LIQUIDATE OR DISSOLVE, EXCEPT
THAT, IF AT THE TIME THEREOF AND IMMEDIATELY AFTER GIVING EFFECT THERETO NO
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING:
(I)
ANY PERSON MAY MERGE INTO THE COMPANY IN A TRANSACTION IN WHICH THE COMPANY
IS THE SURVIVING CORPORATION;
(II)
ANY SUBSIDIARY MAY MERGE INTO A LOAN PARTY IN A TRANSACTION IN WHICH THE
SURVIVING ENTITY IS SUCH LOAN PARTY (PROVIDED THAT ANY SUCH MERGER INVOLVING THE
COMPANY MUST RESULT IN THE COMPANY AS THE SURVIVING ENTITY);
(III)
ANY SUBSIDIARY MAY SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF ITS
ASSETS