OF ANY KIND,
INCLUDING THE LIEN OR RETAINED SECURITY TITLE OF A CONDITIONAL VENDOR UPON OR
WITH RESPECT TO ANY OF ITS PROPERTY OR ASSETS ("ENCUMBRANCES"), OR ASSIGN OR
OTHERWISE CONVEY ANY RIGHT TO RECEIVE INCOME, INCLUDING THE SALE OR DISCOUNT OF
ACCOUNTS RECEIVABLE WITH OR WITHOUT RECOURSE, EXCEPT THE FOLLOWING ("PERMITTED
ENCUMBRANCES"):
(A)
ENCUMBRANCES CREATED UNDER THE SECURITY DOCUMENTS;
(B)
LIENS FOR TAXES, FEES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES
TO THE EXTENT THAT PAYMENT OF THE SAME MAY BE POSTPONED OR IS NOT REQUIRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.4;
(C)
LANDLORDS' AND LESSORS' LIENS IN RESPECT OF RENT NOT IN DEFAULT;
LIENS IN RESPECT OF PLEDGES OR DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS
IN COMPLIANCE WITH WORKMEN'S COMPENSATION, UNEMPLOYMENT INSURANCE, SOCIAL
SECURITY LAWS, OR SIMILAR LEGISLATION (OTHER THAN ERISA) OR IN CONNECTION WITH
APPEAL AND SIMILAR BONDS INCIDENTAL TO LITIGATION; MECHANICS', WAREHOUSEMAN'S,
LABORERS' AND MATERIALMEN'S AND SIMILAR LIENS, IF THE OBLIGATIONS SECURED BY
SUCH LIENS ARE NOT THEN DELINQUENT FOR MORE THAN 30 DAYS OR ARE BEING CONTESTED
IN
68
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN ESTABLISHED AND ARE BEING MAINTAINED IN ACCORDANCE WITH GAAP;
LIENS SECURING THE PERFORMANCE OF BIDS, TENDERS, CONTRACTS (OTHER THAN FOR THE
PAYMENT OF MONEY); AND LIENS SECURING STATUTORY OBLIGATIONS OR SURETY,
INDEMNITY, PERFORMANCE, OR OTHER SIMILAR BONDS INCIDENTAL TO THE CONDUCT OF THE
BORROWERS' OR ANY OF THEIR SUBSIDIARIES' BUSINESS IN THE ORDINARY COURSE AND
THAT DO NOT IN THE AGGREGATE MATERIALLY DETRACT FROM THE VALUE OF THEIR PROPERTY
OR MATERIALLY IMPAIR THE USE THEREOF IN THE OPERATION OF THEIR BUSINESS;
(D)
JUDGMENT LIENS SECURING JUDGMENTS THAT (I) ARE FULLY COVERED BY
INSURANCE, AND (II) SHALL NOT HAVE BEEN IN EXISTENCE FOR A PERIOD LONGER THAN 45
DAYS AFTER THE CREATION THEREOF OR, IF A STAY OF EXECUTION SHALL HAVE BEEN
OBTAINED, FOR A PERIOD LONGER THAN 10 DAYS AFTER THE EXPIRATION OF SUCH STAY;
(E)
RIGHTS OF LESSORS UNDER CAPITALIZED LEASES, TO THE EXTENT SUCH
CAPITALIZED LEASES ARE PERMITTED HEREUNDER;
(F)
EASEMENTS, RIGHTS OF WAY, RESTRICTIONS AND OTHER SIMILAR CHARGES
OR ENCUMBRANCES RELATING TO REAL PROPERTY AND NOT INTERFERING IN A MATERIAL WAY
WITH THE ORDINARY CONDUCT OF THE BORROWERS' BUSINESS;
(G)
ENCUMBRANCES CONSTITUTING A RENEWAL, EXTENSION OR REPLACEMENT OF
ANY PERMITTED ENCUMBRANCE IF OTHERWISE PERMITTED HEREBY AND NOT IN CONFLICT WITH
THE TERMS HEREOF; AND
(H)
ENCUMBRANCES EXISTING ON THE DATE OF THIS AGREEMENT AND SET FORTH
ON SCHEDULE 8.3(H).
8.4
MERGER; DISPOSITIONS; LIQUIDATION.
(A)
THE BORROWERS SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY TO,
MERGE OR CONSOLIDATE INTO OR WITH ANY OTHER PERSON OR ENTITY OR LIQUIDATE OR
DISSOLVE, OTHER THAN A MERGER OF A SUBSIDIARY INTO ANOTHER SUBSIDIARY OR INTO A
BORROWER (OR A LIQUIDATION OF A SUBSIDIARY INTO ANOTHER SUBSIDIARY OR INTO A
BORROWER UNDER SECTION 332 OF THE CODE), PROVIDED THAT BOTH IMMEDIATELY BEFORE
AND IMMEDIATELY AFTER ANY SUCH MERGER, NO DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
(B)
THE BORROWERS SHALL