THE COST OF
ACQUIRING OR IMPROVING SUCH ASSET; PROVIDED THAT SUCH LIEN ATTACHES TO SUCH
ASSET CONCURRENTLY WITH OR WITHIN 120 DAYS AFTER THE ACQUISITION OR COMPLETION
OF THE IMPROVEMENT THEREOF;
(VI)
OTHER LIENS INCURRED BY IMS HEALTH IN THE
ORDINARY COURSE OF ITS BUSINESS, PROVIDED THAT THE AGGREGATE AMOUNT OF
INDEBTEDNESS SECURED BY ALL LIENS PERMITTED BY THIS CLAUSE (VI) SHALL NOT EXCEED
$20,000,000 IN THE AGGREGATE;
(VII)
ZONING RESTRICTIONS, EASEMENTS, LICENSES,
RESERVATIONS, PROVISIONS, COVENANTS, CONDITIONS, WAIVERS, RESTRICTIONS ON THE
USE OF PROPERTY OR MINOR IRREGULARITIES OF TITLE WHICH DO NOT IN THE AGGREGATE
MATERIALLY DETRACT FROM THE VALUE OF ITS PROPERTY OR ASSETS OR MATERIALLY IMPAIR
THE USE THEREOF IN THE OPERATIONS, BUSINESS OR PROSPECTS OF IMS HEALTH OR ITS
SUBSIDIARIES;
(VIII)
LIENS ON THE PROPERTY OR ASSETS OF ANY SUBSIDIARY
IN FAVOR OF IMS HEALTH OR ANY WHOLLY OWNED SUBSIDIARY; AND
(IX)
LIENS ON UNRESTRICTED MARGIN STOCK.
SECTION 9. IMS HEALTH EVENTS.
For purposes of this Agreement, an "IMS Health Event" shall occur:
(A)
UPON A MATERIAL BREACH OF ANY MATERIAL
REPRESENTATION OR WARRANTY CONTAINED HEREIN;
(B)
IF AND WHEN IMS HEALTH OR ANY OF ITS
SUBSIDIARIES SHALL (I) FAIL TO MAKE ANY PAYMENT OF PRINCIPAL OF OR INTEREST ON
ANY INDEBTEDNESS OF IMS HEALTH OR ANY SUBSIDIARY WHEN DUE (WHETHER AT STATED
MATURITY, BY ACCELERATION, ON DEMAND OR OTHERWISE AFTER
12
GIVING EFFECT TO ANY APPLICABLE GRACE PERIOD), (II) FAIL TO OBSERVE OR PERFORM
ANY COVENANT OR AGREEMENT CONTAINED IN ANY AGREEMENT OR INSTRUMENT (EXISTING ON
THE DATE HEREOF OR ENTERED INTO HEREAFTER, IN EACH CASE, WITHOUT GIVING EFFECT
TO ANY AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION THERETO AFTER THE DATE
HEREOF, UNLESS EACH CLASS A LIMITED PARTNER HAS CONSENTED IN WRITING TO ANY SUCH
AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION) RELATING TO ANY INDEBTEDNESS OF, OR
GUARANTEED BY, IMS HEALTH OR ANY SUBSIDIARY WITHIN ANY APPLICABLE GRACE PERIOD,
OR ANY OTHER EVENT (OTHER THAN A VOLUNTARY SALE OR TRANSFER OF PROPERTY OR
ASSETS SECURING ANY INDEBTEDNESS) SHALL OCCUR IF THE EFFECT OF SUCH FAILURE OR
OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS
(OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS) TO CAUSE (DETERMINED
WITHOUT REGARD TO WHETHER ANY NOTICE IS REQUIRED), ANY SUCH INDEBTEDNESS TO
BECOME DUE PRIOR TO ITS STATED MATURITY OR (III) HAVE ANY INDEBTEDNESS OF IMS
HEALTH OR ANY OF ITS SUBSIDIARIES DECLARED TO BE DUE AND PAYABLE, OR REQUIRED TO
BE PREPAID OTHER THAN BY A REGULARLY SCHEDULED REQUIRED PREPAYMENT, PRIOR TO THE
STATED MATURITY THEREOF; PROVIDED THAT IT SHALL NOT CONSTITUTE A IMS HEALTH
EVENT PURSUANT HERETO UNLESS THE AGGREGATE AMOUNT OF ALL INDEBTEDNESS REFERRED
TO IN EACH OF CLAUSE (I), (II) OR (III) ABOVE EXCEEDS $50,000,000 AT ANY ONE
TIME; OR
(C)
IF AND WHEN (I) ANY PERSON OR GROUP (AS
SUCH TERM IS DEFINED IN SECTION 13(D) OF THE 1934 ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER, ALL AS IN EFFECT ON THE DATE HEREOF) SHALL