COMPANIES, INSURANCE WITH RESPECT
TO ITS PROPERTIES AND BUSINESS, AND THE PROPERTIES AND BUSINESS OF ITS
SUBSIDIARIES, AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY
COMPANIES IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR
LOCATIONS.
SECTION 5.9.
USE OF PROCEEDS AND LETTERS OF
CREDIT. THE BORROWER WILL USE THE PROCEEDS OF ALL LOANS TO REFINANCE THE
INDEBTEDNESS OF THE BORROWER OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT,
PAYMENT OF TRANSACTIONAL EXPENSES RELATED THERETO, FINANCE WORKING
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CAPITAL NEEDS, PERMITTED ACQUISITIONS, PAYMENT OF TRANSACTIONAL EXPENSES RELATED
THERETO, REPURCHASES OF SHARES OF CAPITAL STOCK PERMITTED BY THIS AGREEMENT,
CAPITAL EXPENDITURES AND FOR OTHER GENERAL CORPORATE PURPOSES OF THE BORROWER
AND ITS SUBSIDIARIES. NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER
DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT WOULD VIOLATE ANY RULE OR
REGULATION OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, INCLUDING
REGULATIONS T, U OR X. ALL LETTERS OF CREDIT WILL BE USED FOR GENERAL CORPORATE
PURPOSES.
SECTION 5.10.
RESERVED.
SECTION 5.11.
ADDITIONAL SUBSIDIARIES. IF ANY
SUBSIDIARY IS ACQUIRED OR FORMED AFTER THE CLOSING DATE, THE BORROWER WILL
PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND THE LENDERS THEREOF AND, WITHIN TEN
(10) BUSINESS DAYS AFTER ANY SUCH SUBSIDIARY IS ACQUIRED OR FORMED, WILL CAUSE
SUCH SUBSIDIARY TO BECOME A SUBSIDIARY LOAN PARTY. A SUBSIDIARY SHALL BECOME AN
ADDITIONAL SUBSIDIARY LOAN PARTY BY EXECUTING AND DELIVERING TO THE
ADMINISTRATIVE AGENT A SUBSIDIARY GUARANTY SUPPLEMENT, A SECURITY AGREEMENT AND
SUCH OTHER SECURITY DOCUMENTS AS ARE REQUIRED BY SECTION 5.12, ACCOMPANIED BY
(I) ALL OTHER LOAN DOCUMENTS RELATED THERETO, (II) CERTIFIED COPIES OF
CERTIFICATES OR ARTICLES OF INCORPORATION OR ORGANIZATION, BY-LAWS, MEMBERSHIP
OPERATING AGREEMENTS, AND OTHER ORGANIZATIONAL DOCUMENTS, APPROPRIATE
AUTHORIZING RESOLUTIONS OF THE BOARD OF DIRECTORS OF SUCH SUBSIDIARIES, AND
OPINIONS OF COUNSEL COMPARABLE TO THOSE DELIVERED PURSUANT TO SECTION 3.1, AND
(III) SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
NO SUBSIDIARY THAT BECOMES A SUBSIDIARY LOAN PARTY SHALL THEREAFTER CEASE TO BE
A SUBSIDIARY LOAN PARTY OR BE ENTITLED TO BE RELEASED OR DISCHARGED FROM ITS
OBLIGATIONS UNDER THE SUBSIDIARY GUARANTY AGREEMENT OR ITS RESPECTIVE SECURITY
AGREEMENT.
SECTION 5.12.
FURTHER ASSURANCES. THE BORROWER WILL,
AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, 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, MORTGAGES AND DEEDS OF TRUST AND PREPARING ALL DOCUMENTATION
RELATING TO FILINGS UNDER THE ASSIGNMENT OF CLAIMS ACT) THAT MAY BE REQUIRED
UNDER APPLICABLE LAW, OR THAT THE REQUIRED LENDERS OR THE ADMINISTRATIVE 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 FIRST PRIORITY OF THE SECURITY INTERESTS CREATED OR INTENDED TO BE
CREATED BY THE SECURITY DOCUMENTS; PROVIDED, HOWEVER, THAT NOTWITHSTANDING
ANYTHING ELSE TO THE CONTRARY IN THE LOAN DOCUMENTS, NONE OF THE LOAN PARTIES
SHALL BE REQUIRED TO MAKE FILINGS UNDER