ADMINISTRATIVE AGENT,
INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO MAINTAINED.
SECTION 5.08. CASUALTY AND CONDEMNATION. IN THE EVENT THAT THE COLLATERAL AND
GUARANTEE REQUIREMENT HAS BEEN SATISFIED, THE BORROWER (A) WILL FURNISH TO THE
ADMINISTRATIVE AGENT (FOR DISTRIBUTION TO EACH LENDER THROUGH THE ADMINISTRATIVE
AGENT) PROMPT WRITTEN NOTICE OF ANY CASUALTY OR OTHER INSURED DAMAGE TO ANY
MATERIAL PORTION OF THE COLLATERAL OR THE COMMENCEMENT OF ANY ACTION OR
PROCEEDING FOR THE TAKING OF ANY MATERIAL PORTION OF OR ANY MATERIAL INTEREST IN
THE COLLATERAL UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR
PROCEEDING.
SECTION 5.09. BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS. EACH OF HOLDINGS
AND THE BORROWER WILL, AND HOLDINGS WILL CAUSE EACH SUBSIDIARY TO, KEEP PROPER
BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF
ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES. EACH
OF HOLDINGS AND THE BORROWER WILL, AND HOLDINGS WILL CAUSE EACH SUBSIDIARY TO,
PERMIT ANY REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER,
UPON REASONABLE PRIOR NOTICE, TO VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE
AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, AND TO DISCUSS ITS AFFAIRS,
FINANCES AND CONDITION WITH ITS OFFICERS AND INDEPENDENT ACCOUNTANTS, ALL AT
SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED.
SECTION 5.10. COMPLIANCE WITH LAWS. EACH OF HOLDINGS AND THE BORROWER WILL, AND
HOLDINGS WILL CAUSE EACH SUBSIDIARY TO, COMPLY WITH ALL REQUIREMENTS OF LAW WITH
RESPECT TO IT OR ITS PROPERTY EXCEPT TO THE EXTENT THAT THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
SECTION 5.11. USE OF PROCEEDS. THE PROCEEDS OF THE TERM LOANS WILL BE USED TO
PREPAY INDEBTEDNESS OUTSTANDING UNDER THE EXISTING MEZZANINE LOANS. NO PART OF
THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY
PURPOSE THAT ENTAILS A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD,
INCLUDING REGULATIONS T, U AND X.
SECTION 5.12. ADDITIONAL SUBSIDIARIES. IF ANY ADDITIONAL SUBSIDIARY IS FORMED OR
ACQUIRED AFTER THE EFFECTIVE DATE, HOLDINGS WILL, WITHIN THIRTY BUSINESS DAYS
AFTER SUCH SUBSIDIARY IS FORMED OR ACQUIRED, NOTIFY THE ADMINISTRATIVE AGENT AND
THE LENDERS THEREOF.
SECTION 5.13. FURTHER ASSURANCES. (A)
EACH OF HOLDINGS AND THE BORROWER WILL,
AND HOLDINGS WILL CAUSE EACH SUBSIDIARY LOAN PARTY TO, EXECUTE ANY AND ALL
FURTHER DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE
ALL SUCH FURTHER ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING
STATEMENTS, FIXTURE FILINGS, MORTGAGES, DEEDS OF TRUST AND OTHER DOCUMENTS),
THAT MAY BE REQUIRED UNDER ANY APPLICABLE LAW, OR THAT THE ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS MAY REASONABLY
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REQUEST, TO CAUSE THE EFFECTIVE DATE GUARANTEE REQUIREMENT TO BE AND REMAIN
SATISFIED AND TO CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT, IF SATISFIED,
TO REMAIN SATISFIED, ALL AT THE EXPENSE OF THE LOAN PARTIES. EACH OF HOLDINGS
AND THE BORROWER ALSO AGREES TO PROVIDE TO THE ADMINISTRATIVE AGENT, FROM TIME