SIMILAR BUSINESSES,
EXCEPT, IN THE CASE OF FOREIGN SUBSIDIARIES, WHERE ALL FAILURES TO DO THE
FOREGOING WOULD NOT REASONABLY BE LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
7.09
END OF FISCAL YEARS; FISCAL QUARTERS.
HOLDINGS WILL, FOR FINANCIAL
REPORTING PURPOSES, CAUSE (I) EACH OF ITS, AND EACH OF ITS SUBSIDIARIES', FISCAL
YEARS AND FOURTH FISCAL QUARTERS TO END ON MARCH 31 OF EACH YEAR AND (II) EACH
OF ITS, AND EACH OF ITS SUBSIDIARIES', FIRST THREE FISCAL QUARTERS TO END ON THE
LAST DAY OF JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR, PROVIDED THAT HOLDINGS
MAY CHANGE ITS AND ITS SUBSIDIARIES' FISCAL YEAR END TO DECEMBER 31 (AND CHANGE
ITS AND ITS SUBSIDIARIES FISCAL QUARTERS TO END ON DATES CONSISTENT WITH A
DECEMBER 31 FISCAL YEAR END) SO LONG AS (I) THE BORROWER SHALL HAVE GIVEN THE
ADMINISTRATIVE AGENT AT LEAST 10 BUSINESS DAYS' PRIOR WRITTEN NOTICE THEREOF AND
(II) ON OR PRIOR TO SUCH CHANGE IN FISCAL YEAR AND FISCAL QUARTERS, THE BORROWER
AND THE REQUIRED LENDERS SHALL HAVE ENTERED INTO CERTAIN TECHNICAL AMENDMENTS
AND MODIFICATIONS TO THIS AGREEMENT TO PRESERVE THE INTENT OF THE PARTIES WITH
RESPECT TO THE COVENANTS AND AGREEMENTS SET FORTH IN SECTIONS 8.05, THE
FINANCIAL COVENANTS AND
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ANY OTHER PROVISIONS OF THIS AGREEMENT DEEMED APPROPRIATE BY THE JOINT LEAD
ARRANGERS AND THE BORROWER.
7.10
NEW SUBSIDIARIES; ADDITIONAL SECURITY; FURTHER ASSURANCES.
(A)
HOLDINGS
AND ITS SUBSIDIARIES WILL CAUSE (A) (I) EACH OF INTERMEDIATE HOLDCO AND EACH
WHOLLY-OWNED DOMESTIC SUBSIDIARY THAT IS ESTABLISHED, CREATED OR ACQUIRED AFTER
THE RESTATEMENT EFFECTIVE DATE (X) TO BECOME A PARTY TO THE SUBSIDIARIES
GUARANTY, THE PLEDGE AGREEMENT AND THE SECURITY AGREEMENT BY EXECUTING
COUNTERPARTS OF SUCH CREDIT DOCUMENTS OR BY EXECUTING A COUNTERPART OF A JOINDER
AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT K (EACH A "JOINDER AGREEMENT")
AND TAKING THE ACTIONS SPECIFIED THEREIN AND (Y) TO EXECUTE AND DELIVER
COUNTERPARTS OF ONE OR MORE MORTGAGES TO THE EXTENT REQUIRED UNDER
SECTION 7.10(B), IN EACH CASE ON THE SAME BASIS (AND TO THE SAME EXTENT) AS
INTERMEDIATE HOLDCO OR SUCH SUBSIDIARY WOULD HAVE EXECUTED SUCH CREDIT DOCUMENTS
IF IT WERE A CREDIT PARTY ON THE RESTATEMENT EFFECTIVE DATE AND (II) 100% OF THE
EQUITY INTERESTS OF INTERMEDIATE HOLDCO AND EACH SUCH NEW WHOLLY-OWNED DOMESTIC
SUBSIDIARY TO BE PLEDGED PURSUANT TO THE PLEDGE AGREEMENT AND THE CERTIFICATES
REPRESENTING SUCH EQUITY INTERESTS, IF ANY, TOGETHER WITH ENDORSEMENTS FOR THE
TRANSFER THEREOF DULY EXECUTED IN BLANK, TO BE DELIVERED TO THE COLLATERAL
AGENT; PROVIDED THAT TO THE EXTENT SUCH NEW WHOLLY-OWNED DOMESTIC SUBSIDIARY IS
CREATED SOLELY FOR THE PURPOSES OF CONSUMMATING A MERGER TRANSACTION PURSUANT TO
A PERMITTED ACQUISITION, AND SUCH NEW WHOLLY-OWNED DOMESTIC SUBSIDIARY AT NO
TIME HOLDS ANY ASSETS OR LIABILITIES OTHER THAN ANY MERGER CONSIDERATION
CONTRIBUTED TO IT CONTEMPORANEOUSLY WITH THE CLOSING OF SUCH MERGER TRANSACTION,
SUCH WHOLLY-OWNED DOMESTIC SUBSIDIARY SHALL NOT BE REQUIRED TO TAKE THE ACTIONS
SET FORTH IN SUB-CLAUSES (I) AND (II) OF THIS CLAUSE (A) UNTIL THE RESPECTIVE
PERMITTED ACQUISITION IS CONSUMMATED (AT