AGENT WITH EVIDENCE THEREOF.
9.10
INDEMNIFICATION AGAINST PAYMENT OF BROKERS' FEES.
EACH BORROWER AND
EACH GUARANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE
AGENT AND EACH OTHER CREDITOR PARTY FROM AND AGAINST ANY AND ALL LIABILITIES,
DAMAGES, PENALTIES, COSTS, AND EXPENSES, RELATING IN ANY MANNER TO ANY BROKERAGE
OR FINDER'S FEES IN RESPECT OF THE LOANS (EXCEPT AS RESULTING FROM ANY
ARRANGEMENTS OR AGREEMENTS MADE WITH ANY BROKER OR FINDER BY THE ADMINISTRATIVE
AGENT OR ANOTHER CREDITOR PARTY).
65
9.11
FISCAL YEAR.
THE FISCAL YEAR OF EACH BORROWER AND EACH GUARANTOR (AND
EACH OF THEIR SUBSIDIARIES) PRESENTLY ENDS ON DECEMBER 31 OF EACH YEAR.
IF ANY
OF THE BORROWERS, THE GUARANTORS OR THEIR SUBSIDIARIES SHALL CHANGE THEIR FISCAL
YEAR END, SUCH PERSON SHALL PROMPTLY FURNISH THE ADMINISTRATIVE AGENT WITH
THIRTY (30) DAYS PRIOR WRITTEN NOTICE THEREOF.
9.12
PLACE FOR RECORDS; INSPECTION.
THE BORROWERS, THE GUARANTORS AND THE
PLEDGED ENTITIES SHALL MAINTAIN ALL OF THEIR BUSINESS RECORDS AT THE ADDRESS
SPECIFIED IN SECTION 18.
UPON REASONABLE NOTICE AND AT REASONABLE TIMES DURING
NORMAL BUSINESS HOURS, THE ADMINISTRATIVE AGENT AND, DURING SUCH TIME AS THERE
IS OUTSTANDING ANY DEFAULT, EACH LENDER SHALL HAVE THE RIGHT TO EXAMINE EACH
BORROWER'S, EACH OF THE GUARANTOR'S, AND EACH PLEDGED ENTITY'S PROPERTY AND MAKE
COPIES OF AND ABSTRACTS FROM EACH SUCH PERSON'S BOOKS OF ACCOUNT, CORRESPONDENCE
AND OTHER RECORDS AND TO DISCUSS THEIR RESPECTIVE FINANCIAL AND OTHER AFFAIRS
WITH ANY OF THEIR RESPECTIVE SENIOR OFFICERS AND ANY ACCOUNTANTS HIRED BY ANY
SUCH PERSON, IT BEING AGREED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER
RECEIVING ANY SUCH INFORMATION SHALL HOLD SUCH INFORMATION IN CONFIDENCE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 25.
ANY TRANSFEREE OF ANY PORTION OF
THE LOANS OR ANY HOLDER OF A PARTICIPATION INTEREST IN THE LOANS SHALL BE
ENTITLED TO DEAL WITH SUCH INFORMATION IN THE SAME MANNER AND IN CONNECTION WITH
ANY SUBSEQUENT TRANSFER OF ITS INTEREST IN THE LOANS OR OF FURTHER PARTICIPATION
INTERESTS THEREIN; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, OR ANY
LENDER, TRANSFEREE, HOLDER OR PARTICIPANT SHALL BE BOUND BY THE CONFIDENTIALITY
PROVISIONS OF SECTION 25.
9.13
REPLACEMENT DOCUMENTATION.
UPON RECEIPT OF AN AFFIDAVIT OF
AN
OFFICER OF THE ADMINISTRATIVE AGENT OR A LENDER AS TO THE LOSS, THEFT,
DESTRUCTION OR MUTILATION OF ANY NOTE, OR AS TO ANY OTHER LOAN DOCUMENT WHICH IS
NOT OF PUBLIC RECORD, AND, IN THE CASE OF ANY SUCH LOSS, THEFT, DESTRUCTION OR
MUTILATION, UPON SURRENDER AND CANCELLATION OF SUCH NOTE OR OTHER LOAN DOCUMENT,
EACH BORROWER AND EACH GUARANTOR WILL PROMPTLY ISSUE, IN LIEU THEREOF, A
REPLACEMENT NOTE OR OTHER LOAN DOCUMENT WHICH SHALL BE, AS APPLICABLE, IN THE
SAME PRINCIPAL AMOUNT THEREOF AND OTHERWISE OF LIKE TENOR.
9.14
FURTHER ASSURANCES.
EACH BORROWER AND EACH GUARANTOR WILL COOPERATE
WITH, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO COOPERATE WITH, THE
ADMINISTRATIVE AGENT AND EXECUTE SUCH FURTHER INSTRUMENTS AND DOCUMENTS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST TO CARRY OUT TO THE ADMINISTRATIVE
AGENT'S REASONABLE SATISFACTION THE TRANSACTIONS CONTEMPLATED BY