PRIOR WRITTEN NOTICE OF THE
PROPOSED DIVIDEND, DISTRIBUTION OR REPURCHASE AND SUCH INFORMATION WITH RESPECT
THERETO AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, INCLUDING THE PROPOSED
DATE AND THE AMOUNT OF SUCH DIVIDEND, DISTRIBUTION OR REPURCHASE.
154
9.12
TRANSACTIONS WITH AFFILIATES.
EACH BORROWER AND GUARANTOR SHALL
NOT, DIRECTLY OR INDIRECTLY:
(A)
PURCHASE, ACQUIRE OR LEASE ANY PROPERTY FROM, OR SELL, TRANSFER OR LEASE
ANY PROPERTY TO, ANY OFFICER, DIRECTOR OR OTHER AFFILIATE OF SUCH BORROWER OR
GUARANTOR, EXCEPT
IN THE ORDINARY COURSE OF AND PURSUANT TO THE REASONABLE
REQUIREMENTS OF SUCH BORROWER'S OR GUARANTOR'S BUSINESS (AS THE CASE MAY BE) AND
UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO SUCH BORROWER OR GUARANTOR
THAN SUCH BORROWER OR GUARANTOR WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH
TRANSACTION WITH AN UNAFFILIATED PERSON, PROVIDED
THAT
(I) ONE BORROWER MAY
MAKE SALES OF GOODS, OR RENDER SERVICES, TO ANOTHER BORROWER ON TERMS MORE
FAVORABLE TO THE BORROWER PURCHASING SUCH GOODS OR RECEIVING THE BENEFIT OF SUCH
SERVICES THAN IT WOULD TO A PERSON THAT IS NOT AN AFFILIATE IN THE ORDINARY
COURSE OF BUSINESS AND CONSISTENT WITH THE CURRENT PRACTICES OF BORROWERS AS OF
THE EFFECTIVE DATE, AND (II) PARENT MAY MAKE CHARITABLE CONTRIBUTIONS TO AN
AFFILIATE THAT IS A FOUNDATION QUALIFIED UNDER SECTION 501(C)(3) OF THE CODE SO
LONG AS ON THE DATE OF ANY SUCH CHARITABLE CONTRIBUTION AND AFTER GIVING EFFECT
THERETO, NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE
CONTINUING;
(B)
MAKE ANY PAYMENTS (WHETHER BY DIVIDEND, LOAN OR OTHERWISE) OF
MANAGEMENT, CONSULTING OR OTHER FEES FOR MANAGEMENT OR SIMILAR SERVICES, OR OF
ANY INDEBTEDNESS OWING TO ANY OFFICER, EMPLOYEE, SHAREHOLDER, DIRECTOR OR ANY
OTHER AFFILIATE OF SUCH BORROWER OR GUARANTOR, EXCEPT
REASONABLE COMPENSATION
TO OFFICERS, EMPLOYEES AND DIRECTORS FOR SERVICES RENDERED TO SUCH BORROWER OR
GUARANTOR IN THE ORDINARY COURSE OF BUSINESS; AND
(C)
MAKE LOANS AND INVESTMENTS BETWEEN OR AMONG ANY BORROWER OR ANY
GUARANTOR AND THEIR AFFILIATES OTHER THAN THOSE PERMITTED UNDER SECTION 9.10
HEREOF.
9.13
[RESERVED].
9.14
END OF FISCAL YEARS; FISCAL QUARTERS.
EACH BORROWER AND
GUARANTOR SHALL, FOR FINANCIAL REPORTING PURPOSES, CAUSE ITS, AND EACH OF ITS
SUBSIDIARIES' (A) FISCAL YEARS TO END ON THE DATES FOR THE END OF EACH SUCH
FISCAL YEAR SET FORTH ON SCHEDULE 9.14 HERETO AND (B) FISCAL QUARTERS TO END ON
THE DATES FOR THE END OF EACH SUCH FISCAL QUARTER SET FORTH IN SCHEDULE 9.14
HERETO.
9.15
CREDIT CARD AGREEMENTS.
EACH BORROWER SHALL (A) OBSERVE AND
PERFORM ALL MATERIAL TERMS, COVENANTS, CONDITIONS AND PROVISIONS OF THE CREDIT
CARD AGREEMENTS TO BE OBSERVED AND PERFORMED BY IT AT THE TIMES SET FORTH
THEREIN; AND (B) AT ALL TIMES MAINTAIN IN FULL FORCE AND EFFECT THE CREDIT CARD
AGREEMENTS AND NOT TERMINATE, CANCEL, SURRENDER, MODIFY, AMEND, WAIVE OR RELEASE
ANY OF THE CREDIT CARD AGREEMENTS, OR CONSENT TO OR PERMIT TO OCCUR ANY OF THE
FOREGOING; EXCEPT, THAT, (I) ANY BORROWER MAY TERMINATE OR CANCEL ANY OF THE
CREDIT CARD AGREEMENTS IN THE ORDINARY COURSE