SUCH LIEN, THAT SUCH LIEN SHALL ONLY BECOME
EFFECTIVE UPON THE OCCURRENCE OF A DEFAULT IN RESPECT OF THE RELATED CONTRACT
FOR WHICH A SECURED SURETY BOND HAS BEEN ISSUED OR A BANKRUPTCY OR SIMILAR EVENT
WITH RESPECT TO THE RELEVANT GROUP MEMBERS;
79
(R)
ANY LIEN EXISTING ON ANY PROPERTY OR ASSET PRIOR TO THE ACQUISITION
THEREOF BY HOLDINGS OR ANY SUBSIDIARY OR EXISTING ON ANY PROPERTY OR ASSET OF
ANY PERSON THAT BECOMES A SUBSIDIARY AFTER THE EFFECTIVE DATE PRIOR TO THE TIME
SUCH PERSON BECOMES A SUBSIDIARY; PROVIDED THAT (I) SUCH LIEN IS NOT CREATED IN
CONTEMPLATION OF OR IN CONNECTION WITH SUCH ACQUISITION OR SUCH PERSON BECOMING
A SUBSIDIARY, AS THE CASE MAY BE, (II) SUCH LIEN SHALL NOT APPLY TO ANY OTHER
PROPERTY OR ASSETS OF HOLDINGS OR ANY SUBSIDIARY, (III) SUCH LIEN DOES NOT
SECURE INDEBTEDNESS (OTHER THAN INDEBTEDNESS PERMITTED IN SECTION 8.2 (N)) AND
(IV) SUCH LIEN SHALL SECURE ONLY THOSE OBLIGATIONS WHICH IT SECURES ON THE DATE
OF SUCH ACQUISITION OR THE DATE SUCH PERSON BECOMES A SUBSIDIARY, AS THE CASE
MAY BE (AND, IN THE CASE OF ANY SUCH LIENS SECURING INDEBTEDNESS PERMITTED BY
SECTION 8.2(N), ANY REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF
(WITHOUT INCREASING THE PRINCIPAL AMOUNT THEREOF, SHORTENING THE MATURITY
THEREOF OR DECREASING THE WEIGHTED AVERAGE LIFE THEREOF) PERMITTED BY SUCH
SECTION 8.2(N));
(S)
LIENS IN FAVOR OF THE HOLDERS OF ANY PERMITTED ADDITIONAL SENIOR
INDEBTEDNESS OR SENIOR SUBORDINATED SECURITIES (OR ANY TRUSTEE OR AGENT
THEREFOR) ON FUNDS DEPOSITED PURSUANT TO ANY ARRANGEMENT FOR DEFEASANCE OR
SEGREGATION OF FUNDS FOR THE PAYMENT OF SUCH INDEBTEDNESS IN COMPLIANCE WITH
SECTION 8.9(A); AND
(T)
LIENS NOT OTHERWISE PERMITTED BY THIS SECTION 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 HOLDINGS 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:
(A)
ANY SUBSIDIARY (OTHER THAN THE BORROWER) OF HOLDINGS OR THE BORROWER MAY
BE MERGED OR CONSOLIDATED WITH OR INTO HOLDINGS OR THE BORROWER (PROVIDED THAT
HOLDINGS OR THE BORROWER, AS APPLICABLE,
SHALL BE THE CONTINUING OR SURVIVING
PERSON) OR WITH OR INTO ANY SUBSIDIARY GUARANTOR (PROVIDED THAT A SUBSIDIARY
GUARANTOR SHALL BE THE CONTINUING OR SURVIVING CORPORATION) OR, SUBJECT TO
SECTION 8.8(J), WITH OR INTO ANY FOREIGN SUBSIDIARY OR NON-GUARANTOR SUBSIDIARY;
NOTWITHSTANDING THE FOREGOING, ANY NON-GUARANTOR SUBSIDIARY MAY BE MERGED OR
CONSOLIDATED WITH ANOTHER NON-GUARANTOR SUBSIDIARY WITHOUT LIMITATION;
(B)
ANY SUBSIDIARY OF HOLDINGS (OTHER THAN THE BORROWER) MAY DISPOSE OF ANY
OR ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) (I) TO THE
BORROWER OR ANY GUARANTOR OR, SUBJECT TO SECTION 8.8(J), ANY NON-GUARANTOR
SUBSIDIARY OR (II) PURSUANT TO DISPOSITIONS PERMITTED BY