NOT CREATED IN
CONTEMPLATION OF OR IN CONNECTION WITH SUCH ACQUISITION OR SUCH PERSON BECOMING
A SUBSIDIARY, AS THE CASE MAY BE, (B) SUCH LIEN SHALL NOT APPLY TO ANY OTHER
PROPERTY OR ASSETS OF THE PARENT BORROWER OR ANY SUBSIDIARY AND (C) SUCH LIEN
SHALL SECURE ONLY THOSE OBLIGATIONS THAT IT SECURES ON THE DATE OF SUCH
ACQUISITION OR THE DATE SUCH PERSON BECOMES A SUBSIDIARY, AS THE CASE MAY BE,
AND EXTENSIONS, RENEWALS AND REPLACEMENTS THEREOF THAT DO NOT INCREASE THE
OUTSTANDING PRINCIPAL AMOUNT THEREOF (PLUS ACCRUED INTEREST AND PREMIUM
THEREON);
(V) LIENS ON FIXED OR CAPITAL ASSETS ACQUIRED, CONSTRUCTED OR IMPROVED BY THE
PARENT BORROWER OR ANY SUBSIDIARY; PROVIDED THAT (A) SUCH SECURITY INTERESTS
SECURE INDEBTEDNESS PERMITTED BY CLAUSE (V) OF SECTION 6.01(A), (B) SUCH
SECURITY INTERESTS AND THE INDEBTEDNESS SECURED THEREBY ARE INCURRED PRIOR TO OR
WITHIN 90 DAYS AFTER SUCH ACQUISITION OR THE COMPLETION OF SUCH CONSTRUCTION OR
IMPROVEMENT, (C) THE INDEBTEDNESS SECURED THEREBY DOES NOT EXCEED THE LESSER OF
THE COST OF ACQUIRING, CONSTRUCTING OR IMPROVING SUCH FIXED OR CAPITAL ASSET OR
ITS FAIR MARKET VALUE AT THE TIME SUCH SECURITY INTEREST ATTACHES, AND IN ANY
EVENT, SUCH INDEBTEDNESS DOES NOT EXCEED $10,000,000 AT ANY TIME OUTSTANDING AND
(D) SUCH
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SECURITY INTERESTS SHALL NOT APPLY TO ANY OTHER PROPERTY OR ASSETS OF THE PARENT
BORROWER OR ANY SUBSIDIARY;
(VI) LIENS OF A COLLECTING BANK ARISING IN THE ORDINARY COURSE OF BUSINESS UNDER
SECTION 4-208 OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN THE RELEVANT
JURISDICTION COVERING ONLY THE ITEMS BEING COLLECTED UPON;
(VII) LIENS GRANTED BY A SUBSIDIARY THAT IS NOT A LOAN PARTY IN FAVOR OF THE
PARENT BORROWER OR ANOTHER LOAN PARTY IN RESPECT OF INDEBTEDNESS OWED BY SUCH
SUBSIDIARY.
SECTION 6.03.
FUNDAMENTAL CHANGES.
(A)
THE PARENT BORROWER 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 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 MAY MERGE INTO A BORROWER IN A TRANSACTION IN WHICH A BORROWER IS THE
SURVIVING CORPORATION, (II) ANY SUBSIDIARY (OTHER THAN A BORROWER) MAY MERGE
INTO ANY SUBSIDIARY (OTHER THAN A BORROWER) 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 AND (III) ANY SUBSIDIARY
(OTHER THAN A SUBSIDIARY LOAN PARTY) MAY LIQUIDATE OR DISSOLVE IF THE PARENT
BORROWER DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE
BEST INTERESTS OF THE PARENT BORROWER AND IS NOT MATERIALLY DISADVANTAGEOUS TO
THE LENDERS; PROVIDED THAT ANY SUCH MERGER INVOLVING A PERSON THAT IS NOT A
WHOLLY OWNED SUBSIDIARY IMMEDIATELY PRIOR TO SUCH MERGER SHALL NOT BE PERMITTED
UNLESS ALSO PERMITTED BY SECTION 6.04.
(B)
THE PARENT BORROWER WILL NOT, AND WILL NOT PERMIT ANY