DOWN AND RECORD ANY INFORMATION SUCH REPRESENTATIVES OBTAIN, ALL AT THE EXPENSE
OF THE BORROWER FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, AND SHALL PERMIT THE AGENTS OR SUCH REPRESENTATIVES TO INVESTIGATE
AND VERIFY THE ACCURACY OF INFORMATION PROVIDED TO THE LENDERS AND TO DISCUSS
ALL SUCH MATTERS WITH THE OFFICERS, EMPLOYEES, INDEPENDENT ACCOUNTANTS,
ATTORNEYS AND REPRESENTATIVES OF THE GROUP COMPANIES.
SECTION 6.11
USE OF PROCEEDS.
THE COMPANY AND DUANE READE WILL USE THE
PROCEEDS OF THE LOANS SOLELY FOR THE PURPOSES SET FORTH IN SECTION 5.18.
SECTION 6.12
ADDITIONAL LOAN PARTIES; ADDITIONAL SECURITY.
(A)
ADDITIONAL SUBSIDIARY GUARANTORS.
EACH OF HOLDINGS AND THE
BORROWERS WILL TAKE, AND WILL CAUSE EACH OF ITS SUBSIDIARIES (OTHER THAN FOREIGN
SUBSIDIARIES) TO TAKE, SUCH ACTIONS FROM TIME TO TIME AS SHALL BE NECESSARY TO
ENSURE THAT ALL SUBSIDIARIES OF HOLDINGS (OTHER THAN THE COMPANY, THE
CO-BORROWERS AND ANY FOREIGN SUBSIDIARIES) ARE SUBSIDIARY GUARANTORS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, IF ANY GROUP COMPANY SHALL FORM OR
ACQUIRE ANY NEW SUBSIDIARY, THE COMPANY, AS SOON AS PRACTICABLE AND IN ANY EVENT
WITHIN 30 DAYS AFTER SUCH FORMATION OR ACQUISITION, WILL PROVIDE THE COLLATERAL
AGENT WITH NOTICE OF SUCH FORMATION OR ACQUISITION SETTING FORTH IN REASONABLE
DETAIL A DESCRIPTION OF ALL OF THE ASSETS OF SUCH NEW SUBSIDIARY AND WILL CAUSE
SUCH NEW SUBSIDIARY (OTHER THAN A FOREIGN SUBSIDIARY) TO:
(I)
WITHIN 30 DAYS AFTER SUCH FORMATION OR ACQUISITION, EXECUTE A
CO-BORROWER AGREEMENT OR AN ACCESSION AGREEMENT PURSUANT TO WHICH SUCH NEW
SUBSIDIARY SHALL AGREE TO BECOME (A) EITHER A CO-BORROWER HEREUNDER OR A
"GUARANTOR" UNDER THE GUARANTY, (B) AN "OBLIGOR" UNDER THE SECURITY AGREEMENT
AND (C) AN "OBLIGOR" UNDER THE PLEDGE AGREEMENT; AND
(II)
DELIVER SUCH PROOF OF ORGANIZATIONAL AUTHORITY, INCUMBENCY OF
OFFICERS, OPINIONS OF COUNSEL AND OTHER DOCUMENTS AS IS CONSISTENT WITH THOSE
DELIVERED BY EACH LOAN PARTY PURSUANT TO SECTION 4.01 ON THE CLOSING DATE OR AS
THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE REQUIRED LENDERS SHALL
HAVE REASONABLY REQUESTED.
(B)
ADDITIONAL SECURITY.
EACH OF HOLDINGS AND THE COMPANY WILL CAUSE,
AND WILL CAUSE EACH OF ITS SUBSIDIARIES (OTHER THAN A FOREIGN SUBSIDIARY OR A
CO-BORROWER) TO CAUSE, (I) ALL OF ITS MATERIAL OWNED REAL PROPERTIES (OTHER THAN
ANY REAL PROPERTY OWNED AS OF THE CLOSING DATE) AND PERSONAL PROPERTY LOCATED IN
THE UNITED STATES, (II) TO THE EXTENT DEEMED TO BE APPROPRIATE BY THE
ADMINISTRATIVE
72
AGENT OR THE REQUIRED LENDERS IN ITS OR THEIR SOLE AND REASONABLE DISCRETION,
ALL OF ITS OTHER OWNED REAL PROPERTIES (OTHER THAN ANY REAL PROPERTY OWNED AS OF
THE CLOSING DATE) AND PERSONAL PROPERTY AND (III) ALL OTHER ASSETS AND
PROPERTIES OF HOLDINGS AND ITS SUBSIDIARIES INTENDED TO CONSTITUTE COLLATERAL
UNDER THE TERM LOAN DOCUMENTS BUT WHICH ARE NOT COVERED BY THE ORIGINAL
COLLATERAL DOCUMENTS AND AS MAY BE REQUESTED BY THE COLLATERAL AGENT OR THE
REQUIRED LENDERS IN THEIR SOLE REASONABLE DISCRETION TO BE SUBJECT AT ALL TIMES
TO FIRST PRIORITY (SUBJECT ONLY TO PERMITTED LIENS), PERFECTED