CAPITAL ASSETS AND (D) SUCH SECURITY INTERESTS SHALL NOT APPLY TO
ANY OTHER PROPERTY OR ASSETS OF THE BORROWER OR ANY SUBSIDIARY;
(VI) ASSIGNMENTS AND SALES OF RECEIVABLES AND RELATED SECURITY PURSUANT TO A
PERMITTED RECEIVABLES FINANCING AND LIENS ARISING PURSUANT TO A PERMITTED
RECEIVABLES FINANCING ON RECEIVABLES AND RELATED SECURITY SOLD OR FINANCED IN
CONNECTION WITH SUCH PERMITTED RECEIVABLES FINANCING;
(VII) LIENS ARISING FROM PRECAUTIONARY UCC FINANCING STATEMENTS FILED WITH
RESPECT TO ANY LEASE PERMITTED BY THIS AGREEMENT;
(VIII) CUSTOMARY RIGHTS OF SET-OFF, REVOCATION, REFUND OR CHARGEBACK UNDER
DEPOSIT AGREEMENTS OR UNDER THE UNIFORM COMMERCIAL CODE OF BANKS OR OTHER
FINANCIAL INSTITUTIONS WHERE THE BORROWER OR ANY SUBSIDIARY MAINTAINS DEPOSITS
(OTHER THAN DEPOSITS INTENDED AS CASH COLLATERAL) IN THE ORDINARY COURSE OF
BUSINESS;
(IX) LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A MATTER OF
LAW TO SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE IMPORTATION OF
GOODS;
(X) LIENS ON INSURANCE POLICIES AND THE PROCEEDS THEREOF SECURING THE FINANCING
OF THE PREMIUMS WITH RESPECT THERETO;
(XI) LICENSES, SUBLICENSES, LEASES AND SUBLEASES ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS AND ANY LANDLORDS' LIENS ARISING UNDER ANY SUCH LEASES;
(XII) LIENS ARISING SOLELY UNDER ARTICLE 4 OF THE UNIFORM COMMERCIAL CODE
RELATING TO COLLECTION ON ITEMS IN COLLECTION AND DOCUMENTS AND PROCEEDS RELATED
THERETO;
(XIII) OBLIGATIONS WITH RESPECT TO REPURCHASE AGREEMENTS OF THE TYPE DESCRIBED
IN CLAUSE (D) OF THE DEFINITION OF PERMITTED INVESTMENTS; AND
(XIV) OTHER LIENS NOT OTHERWISE PERMITTED BY THIS SECTION SECURING INDEBTEDNESS
IN AN AGGREGATE AMOUNT NOT EXCEEDING $25,000,000 AT ANY TIME OUTSTANDING.
(B)
HOLDINGS WILL NOT CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON ANY
PROPERTY OR ASSET NOW OWNED OR HEREAFTER ACQUIRED BY IT, OR ASSIGN OR SELL ANY
INCOME OR REVENUES (INCLUDING ACCOUNTS RECEIVABLE) OR RIGHTS IN RESPECT THEREOF,
EXCEPT LIENS CREATED UNDER THE LOAN DOCUMENTS AND PERMITTED ENCUMBRANCES.
84
SECTION 6.03.
FUNDAMENTAL CHANGES.
(A)
NEITHER HOLDINGS NOR THE BORROWER
WILL, NOR WILL THEY 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 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 SUBSIDIARY (OTHER THAN A RECEIVABLES SUBSIDIARY) MAY MERGE INTO THE
BORROWER IN A TRANSACTION IN WHICH THE BORROWER IS THE SURVIVING ENTITY,
(II) ANY SUBSIDIARY (OTHER THAN A RECEIVABLES SUBSIDIARY) MAY MERGE INTO ANY
OTHER SUBSIDIARY (OTHER THAN A RECEIVABLES SUBSIDIARY) IN A TRANSACTION IN WHICH
THE SURVIVING ENTITY IS A SUBSIDIARY AND (IF ANY PARTY TO SUCH MERGER IS A
SUBSIDIARY LOAN PARTY) IS A SUBSIDIARY LOAN PARTY, (III) ANY SUBSIDIARY (OTHER
THAN A RECEIVABLES SUBSIDIARY) MAY LIQUIDATE OR DISSOLVE IF THE BORROWER
DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE BEST
INTERESTS OF THE BORROWER AND IS NOT MATERIALLY DISADVANTAGEOUS TO THE LENDERS,
(IV) THE BORROWER MAY PERMIT ANOTHER PERSON TO MERGE OR CONSOLIDATE WITH