CONVEY, SELL, LEASE, ASSIGN, TRANSFER OR
OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY, BUSINESS OR
ASSETS (INCLUDING, WITHOUT LIMITATION, RECEIVABLES AND LEASEHOLD INTERESTS) OF
THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, IN ANY SINGLE TRANSACTION OR ANY SERIES OF RELATED
TRANSACTIONS.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SUBSECTION 10.4,
THE TRADEMARK "REEBOK" SHALL AT ALL TIMES BE SUBJECT TO
76
A VALID LICENSE AGREEMENT IN FAVOR OF THE COMPANY HAVING TERMS SUBSTANTIALLY
SIMILAR TO THE LICENSE AGREEMENT DESCRIBED IN SUBSECTION 9.5(B).
10.5.
LIMITATION ON TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION,
INCLUDING, WITHOUT LIMITATION, ANY PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY
OR THE RENDERING OF ANY SERVICE, WITH ANY AFFILIATE UNLESS SUCH TRANSACTION IS
(A) OTHERWISE PERMITTED UNDER THIS AGREEMENT, (B) IN THE ORDINARY COURSE OF THE
COMPANY'S OR SUCH SUBSIDIARY'S BUSINESS AND (C) UPON FAIR AND REASONABLE TERMS
NO LESS FAVORABLE TO THE COMPANY OR SUCH SUBSIDIARY, AS THE CASE MAY BE, THAN IT
WOULD OBTAIN IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON WHICH IS NOT
AN AFFILIATE (IT BEING UNDERSTOOD THAT (I) SUCH FAIRNESS AND REASONABLENESS
SHALL, IN THE CASE OF ARRANGEMENTS WITH JOINT VENTURES WITH UNAFFILIATED THIRD
PARTIES, BE DETERMINED IN THE CONTEXT OF ALL ARRANGEMENTS BETWEEN THE COMPANY
AND ITS SUBSIDIARIES, ON THE ONE HAND, AND SUCH JOINT VENTURE, ON THE OTHER HAND
AND (II) THIS SUBSECTION 10.5 SHALL NOT PROHIBIT THE TRANSACTIONS WITH ONFIELD
APPAREL GROUP LLC, SMART SHINE INDUSTRIES LIMITED AND NEW POINT INDUSTRIAL
LIMITED DESCRIBED ON SCHEDULE V).
10.6.
LIMITATION ON CHANGES IN FISCAL YEAR.
PERMIT THE FISCAL YEAR OF THE
COMPANY TO END ON A DAY OTHER THAN THE SATURDAY NEAREST TO DECEMBER 31ST OR
DECEMBER 31ST.
10.7.
LIMITATION ON LINES OF BUSINESS.
ENTER INTO, TO ANY MATERIAL EXTENT, ANY
BUSINESS, EITHER DIRECTLY OR THROUGH ANY SUBSIDIARY, EXCEPT FOR (I) THE DESIGN
AND MARKETING OF SPORTS, LEISURE AND FITNESS PRODUCTS AND SERVICES, INCLUDING
FOOTWEAR, APPAREL, ACCESSORIES, EQUIPMENT AND VIDEOS, (II) THE DESIGN AND
MARKETING OF FOOTWEAR, APPAREL AND ACCESSORIES FOR NON-ATHLETIC USE, (III) THE
BUSINESSES IN WHICH THE COMPANY AND ITS SUBSIDIARIES ARE ENGAGED ON THE DATE
HEREOF AND BUSINESSES OF A SIMILAR TYPE AND (IV) OTHER ACTIVITIES REASONABLY
RELATED, ANCILLARY OR COMPLEMENTARY THERETO.
SECTION 11.
GUARANTEE
11.1.
GUARANTEE.
IN ORDER TO INDUCE THE LENDERS, THE ISSUING BANK, AND THE
AGENTS TO EXECUTE AND DELIVER THIS AGREEMENT AND TO MAKE THE LOANS HEREUNDER,
AND IN CONSIDERATION THEREOF:
(A)
THE COMPANY HEREBY UNCONDITIONALLY AND IRREVOCABLY GUARANTEES TO THE
ADMINISTRATIVE AGENTS, FOR THE RATABLE BENEFIT OF THE LENDERS AND THE ISSUING
BANK, THE PROMPT AND COMPLETE PAYMENT AND PERFORMANCE WHEN DUE (WHETHER AT THE
STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF THE GUARANTEED OBLIGATIONS.
THE COMPANY FURTHER AGREES TO PAY ANY AND ALL EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL REASONABLE FEES AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE PAID
OR INCURRED BY THE AGENTS OR BY THE LENDERS IN ENFORCING, OR OBTAINING ADVICE OF
COUNSEL IN RESPECT OF, ANY OF THEIR