in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person, except:
(A)
THE DISPOSITION OF OBSOLETE OR WORN OUT PROPERTY IN THE ORDINARY COURSE OF
BUSINESS;
(B)
THE SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS PERMITTED BY CLAUSE (I) OF SECTION 6.4(B);
(D)
THE SALE OR ISSUANCE OF ANY SUBSIDIARY'S CAPITAL STOCK TO THE BORROWER OR
ANY SUBSIDIARY;
(E)
THE SALE OF ACCOUNTS RECEIVABLE OR CONTRACTED FUTURE ACCOUNTS RECEIVABLE
PURSUANT TO AN ACCOUNTS RECEIVABLE SECURITIZATION;
(F)
ANY WHOLLY-OWNED SUBSIDIARY (THE "DISPOSING ENTITY") MAY DISPOSE OF ANY OR
ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO (I) THE BORROWER
OR (II) ANY OTHER WHOLLY-OWNED SUBSIDIARY OF THE BORROWER; PROVIDED, IN THE CASE
OF CLAUSE (II), THAT IF THE DISPOSING ENTITY WAS A SUBSIDIARY GUARANTOR PRIOR TO
SUCH DISPOSITION, THE OTHER WHOLLY-OWNED SUBSIDIARY MUST BE A SUBSIDIARY
GUARANTOR AFTER GIVING EFFECT TO SUCH DISPOSITION;
(G)
THE SALE OR OTHER DISPOSITION OF SECURITIES HELD FOR INVESTMENT PURPOSES
IN THE ORDINARY COURSE OF BUSINESS;
(H)
DISPOSITIONS PURSUANT TO TRUE LEASES;
(I)
THE DISPOSITION OF APPROXIMATELY 34 ACRES OF UNDEVELOPED LAND OWNED BY THE
BORROWER AND LOCATED IN SAN JOSE, CALIFORNIA; AND
(J)
THE DISPOSITION OF OTHER PROPERTY IN ONE OR A SERIES OF RELATED
TRANSACTIONS HAVING AN AGGREGATE FAIR MARKET VALUE NOT IN EXCESS OF 10% OF THE
TOTAL ASSETS OF THE BORROWER AND ITS SUBSIDIARIES AT ANY TIME; PROVIDED THAT
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES SHALL MAKE A MATERIAL
DISPOSITION UNLESS (I) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING PRO FORMA
EFFECT TO SUCH MATERIAL DISPOSITION, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING AND (2) IMMEDIATELY AFTER GIVING EFFECT TO SUCH
MATERIAL DISPOSITION, THE BORROWER AND ITS SUBSIDIARIES SHALL BE IN PRO FORMA
COMPLIANCE WITH THE COVENANTS SET FORTH IN 6.1, SUCH COMPLIANCE TO BE DETERMINED
ON THE BASIS OF THE FINANCIAL INFORMATION MOST RECENTLY DELIVERED TO
40
THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO SECTION 5.1(A) OR (B) AS
THOUGH SUCH MATERIAL DISPOSITION HAD BEEN CONSUMMATED AS OF THE FIRST DAY OF THE
FISCAL PERIOD COVERED THEREBY AND EVIDENCED BY A CERTIFICATE FROM A RESPONSIBLE
OFFICER OF THE BORROWER DEMONSTRATING SUCH COMPLIANCE CALCULATION IN REASONABLE
DETAIL.
6.6
Transactions with Affiliates.
Enter into any material
transaction, including any purchase, sale, lease or exchange of property, the
rendering of any service or the payment of any management, advisory or similar
fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor)
unless such transaction is (a) otherwise permitted under this Agreement, (b) in
the ordinary course of business of the relevant Group Member, and (c) upon fair
and reasonable terms no less favorable to the relevant Group Member than it
would obtain in a comparable arm's length transaction with a Person that is not
an Affiliate; except for:
(A)
TRANSACTIONS (I) APPROVED BY A MAJORITY OF THE DISINTERESTED MEMBERS OF
THE BOARD OF DIRECTORS OF THE BORROWER OR (II)