RESTRICTED SUBSIDIARIES WOULD BE REQUIRED TO
PAY IN RESPECT OF FEDERAL, STATE AND LOCAL TAXES FOR SUCH FISCAL YEAR WERE THE
BORROWER AND ITS RESTRICTED SUBSIDIARIES (TO THE EXTENT DESCRIBED ABOVE) TO PAY
SUCH TAXES SEPARATELY FROM ANY SUCH PARENT ENTITY, (H) THE PAYMENT OF CUSTOMARY
FEES AND REASONABLE OUT OF POCKET COSTS TO, AND INDEMNITIES PROVIDED ON BEHALF
OF, DIRECTORS, MANAGERS, CONSULTANTS, OFFICERS, EMPLOYEES OF THE BORROWER (OR
ANY DIRECT OR INDIRECT PARENT THEREOF) AND THE SUBSIDIARIES IN THE ORDINARY
COURSE OF BUSINESS TO THE EXTENT ATTRIBUTABLE TO THE OWNERSHIP OR OPERATION OF
THE BORROWER AND THE SUBSIDIARIES, AND (I) TRANSACTIONS PURSUANT TO PERMITTED
AGREEMENTS IN EXISTENCE ON THE CLOSING DATE AND SET FORTH ON SCHEDULE 9.9 OR ANY
AMENDMENT THERETO TO THE EXTENT SUCH AN AMENDMENT IS NOT ADVERSE, TAKEN AS A
WHOLE, TO THE LENDERS IN ANY MATERIAL RESPECT.
9.10.
END OF FISCAL YEARS; FISCAL QUARTERS. THE BORROWER WILL, FOR
FINANCIAL REPORTING PURPOSES, CAUSE (A) EACH OF ITS, AND EACH OF ITS
SUBSIDIARIES', FISCAL YEARS TO END ON DECEMBER 31 OF EACH YEAR AND (B) EACH OF
ITS, AND EACH OF ITS SUBSIDIARIES', FISCAL QUARTERS TO END ON DATES CONSISTENT
WITH SUCH FISCAL YEAR-END AND THE BORROWER'S PAST PRACTICE; PROVIDED, HOWEVER,
THAT THE BORROWER MAY, UPON WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT CHANGE
THE FINANCIAL REPORTING CONVENTION SPECIFIED ABOVE TO ANY OTHER FINANCIAL
REPORTING CONVENTION REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, IN WHICH
CASE THE BORROWER AND THE ADMINISTRATIVE AGENT WILL, AND ARE HEREBY AUTHORIZED
BY THE LENDERS TO, MAKE ANY ADJUSTMENTS TO THIS AGREEMENT THAT ARE NECESSARY IN
ORDER TO REFLECT SUCH CHANGE IN FINANCIAL REPORTING.
9.11.
ADDITIONAL GUARANTORS AND GRANTORS. SUBJECT TO ANY APPLICABLE
LIMITATIONS SET FORTH IN THE SECURITY DOCUMENTS, THE BORROWER WILL CAUSE EACH
DIRECT OR INDIRECT DOMESTIC SUBSIDIARY (EXCLUDING ANY EXCLUDED SUBSIDIARY)
FORMED OR OTHERWISE PURCHASED OR ACQUIRED AFTER THE DATE HEREOF (INCLUDING
96
pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that
ceases to constitute an Excluded Subsidiary to, within 30 days from the date of
such formation, acquisition or cessation, as applicable (or such longer period
as the Administrative Agent may agree in its reasonable discretion), execute a
supplement to each of the Guarantee, the Pledge Agreement and the Security
Agreement in order to become a Guarantor under the Guarantee and a grantor under
such Security Documents or, to the extent reasonably requested by the Collateral
Agent, enter into a new Security Document substantially consistent with the
analogous existing Security Documents and otherwise in form and substance
reasonably satisfactory to such Collateral Agent and take all other action
reasonably requested by the Collateral Agent to grant a perfected security
interest in its assets to substantially the same extent as created by the Credit
Parties on the Closing Date.
9.12.
PLEDGE OF ADDITIONAL STOCK AND EVIDENCE OF INDEBTEDNESS.
(A)
SUBJECT TO ANY APPLICABLE LIMITATIONS SET FORTH IN THE SECURITY
DOCUMENTS OR WITH RESPECT TO WHICH, IN THE REASONABLE JUDGMENT OF THE
ADMINISTRATIVE AGENT (CONFIRMED IN WRITING BY NOTICE