SUCH PROPERTY OR ASSETS;
(K)
BANKER'S LIENS AND SIMILAR LIENS IN RESPECT OF DEPOSIT ACCOUNTS, AND LIENS
IN THE ORDINARY COURSE OF BUSINESS IN FAVOR OF SECURITIES INTERMEDIARIES IN
RESPECT OF SECURITIES ACCOUNTS SECURING FEES AND COSTS OWING TO SUCH SECURITIES
INTERMEDIARIES;
(L)
LIENS ON INSURANCE PROCEEDS IN FAVOR OF INSURANCE COMPANIES WITH RESPECT
TO THE FINANCING OF PREMIUMS;
(M)
PRECAUTIONARY FILINGS IN RESPECT OF TRUE LEASES;
(N)
THAT CERTAIN LIEN IMPOSED BY THE CITY OF SAN JOSE, CALIFORNIA ON THE
BORROWER'S SAN JOSE PROPERTY TO SECURE PAYMENT OF A SPECIAL TAX AUTHORIZED BY
THE CITY OF SAN JOSE ASSESSED IN ORDER TO PAY PRINCIPAL AND INTEREST ON BONDS,
THE PROCEEDS OF WHICH ARE BEING USED TO FUND CERTAIN ROADWAY IMPROVEMENTS; AND
(O)
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 THE BORROWER AND ALL
SUBSIDIARIES) $25,000,000 AT ANY ONE TIME.
6.4
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 OF THE BORROWER MAY BE MERGED OR CONSOLIDATED WITH OR INTO
THE BORROWER (PROVIDED THAT THE BORROWER SHALL BE THE CONTINUING OR SURVIVING
CORPORATION) OR WITH OR INTO ANY DIRECTLY OR INDIRECTLY WHOLLY-OWNED SUBSIDIARY
(PROVIDED THAT THE CONTINUING OR SURVIVING CORPORATION SHALL BE A SUBSIDIARY);
AND
(B)
ANY SUBSIDIARY OF THE BORROWER MAY DISPOSE OF ANY OR ALL OF ITS ASSETS (I)
TO THE BORROWER OR ANY SUBSIDIARY (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) OR
(II) PURSUANT TO A DISPOSITION PERMITTED BY SECTION 6.5;
(C)
THE BORROWER OR A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER MAY MERGE WITH
ANOTHER CORPORATION, PROVIDED (I) THE BORROWER OR SUCH WHOLLY-OWNED SUBSIDIARY
(SUBJECT TO
39
CLAUSE (II)), AS THE CASE MAY BE, SHALL BE THE CONTINUING OR SURVIVING
CORPORATION OF SUCH MERGER, OR (II) IN THE CASE OF A WHOLLY-OWNED SUBSIDIARY OF
THE BORROWER WHICH IS MERGED INTO ANOTHER CORPORATION WHICH IS THE CONTINUING OR
SURVIVING CORPORATION OF SUCH MERGER, THE BORROWER SHALL CAUSE SUCH CONTINUING
OR SURVIVING CORPORATION TO BE A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER;
PROVIDED IN THE CASE OF (I) AND (II) ABOVE, IMMEDIATELY BEFORE AND AFTER GIVING
EFFECT TO SUCH MERGER NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING; AND
(D)
PROVIDED NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, ANY SUBSIDIARY MAY BE DISSOLVED, WOUND-UP OR LIQUIDATED IF THE
BORROWER DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE
BEST INTERESTS OF THE BORROWER, IS NOT MATERIALLY DISADVANTAGEOUS TO THE LENDERS
AND COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.5
Disposition of Property.
Dispose of any of its property, whether
now owned or hereafter acquired, or,