HOLDINGS, THE BORROWER
OR ANY SUBSIDIARY AT REASONABLE TIMES AND AS OFTEN AS REASONABLY REQUESTED AND
TO MAKE EXTRACTS FROM AND COPIES OF SUCH FINANCIAL RECORDS, AND PERMIT ANY
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO DISCUSS
THE AFFAIRS, FINANCES AND CONDITION OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY
WITH THE OFFICERS THEREOF AND INDEPENDENT ACCOUNTANTS THEREFOR.
WITHOUT
LIMITING THE
59
foregoing, Holdings and the Borrower agree to discuss their affairs, finances
and condition in conference calls with Lenders at such times and at such
intervals (but no more frequently than on a quarterly basis within one week
after the date of delivery of financial statements required by Sections 5.04(a)
and (b)) as shall be requested in writing by the Administrative Agent or the
Required Lenders.
SECTION 5.08.
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS AND REQUEST THE
ISSUANCE OF LETTERS OF CREDIT ONLY FOR THE PURPOSES DESCRIBED IN SECTION 3.13.
SECTION 5.09.
FURTHER ASSURANCES.
EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTION
(INCLUDING FILING UNIFORM COMMERCIAL CODE AND OTHER FINANCING STATEMENTS) THAT
MAY BE REQUIRED UNDER APPLICABLE LAW, OR THAT THE REQUIRED LENDERS, THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT MAY REASONABLY REQUEST, IN ORDER TO
EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS AND IN ORDER TO
GRANT, PRESERVE, PROTECT AND PERFECT THE VALIDITY AND PRIORITY OF THE SECURITY
INTERESTS CREATED OR INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS.
THE
BORROWER WILL CAUSE ANY SUBSEQUENTLY ACQUIRED OR ORGANIZED DOMESTIC SUBSIDIARY
(OTHER THAN AN INACTIVE SUBSIDIARY, A CO-INVESTMENT SUBSIDIARY WHICH IS NOT A
WHOLLY OWNED SUBSIDIARY, A SPECIAL CO-INVESTMENT SUBSIDIARY OR A JV SUBSIDIARY),
OR ANY DOMESTIC SUBSIDIARY THAT CEASES TO BE AN INACTIVE SUBSIDIARY, A SPECIAL
CO-INVESTMENT SUBSIDIARY OR A JV SUBSIDIARY OR THAT BECOMES A WHOLLY OWNED
CO-INVESTMENT SUBSIDIARY (OTHER THAN A SPECIAL CO-INVESTMENT SUBSIDIARY), TO
BECOME PARTY TO THE COLLATERAL AGREEMENT AND EACH OTHER APPLICABLE SECURITY
DOCUMENT IN FAVOR OF THE COLLATERAL AGENT.
IN ADDITION, FROM TIME TO TIME, THE
BORROWER WILL, AT ITS COST AND EXPENSE, PROMPTLY SECURE THE OBLIGATIONS BY
PLEDGING OR CREATING, OR CAUSING TO BE PLEDGED OR CREATED, PERFECTED SECURITY
INTERESTS WITH RESPECT TO SUCH OF ITS MATERIAL ASSETS AND PROPERTIES AS THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL DESIGNATE (IT BEING
UNDERSTOOD THAT IT IS THE INTENT OF THE PARTIES THAT THE OBLIGATIONS SHALL BE
SECURED BY, AMONG OTHER THINGS, SUBSTANTIALLY ALL THE ASSETS OF THE BORROWER AND
ITS DOMESTIC SUBSIDIARIES (OTHER THAN INACTIVE SUBSIDIARIES, PARTIALLY OWNED
CO-INVESTMENT SUBSIDIARIES, SPECIAL CO-INVESTMENT SUBSIDIARIES, JV SUBSIDIARIES
AND ANY ASSETS CONSISTING OF CO-INVESTMENT VEHICLES) (INCLUDING MATERIAL REAL
PROPERTY, PROPERTIES OF THE TYPES WHICH CONSTITUTE COLLATERAL UNDER THE SECURITY
DOCUMENTS ON THE CLOSING DATE WHICH ARE ACQUIRED SUBSEQUENT TO THE CLOSING DATE
AND SUCH OTHER PROPERTY THAT MAY BE SO PLEDGED WITHOUT IMPOSING UNDUE BURDEN OR
COST ON THE BORROWER AND ITS SUBSIDIARIES)).
SUCH SECURITY INTERESTS AND LIENS
WILL BE CREATED UNDER THE SECURITY DOCUMENTS AND OTHER SECURITY AGREEMENTS