THE OBLIGATIONS
SECURED BY THE DEED OF TRUST TO THE APPRAISED VALUE, (II) OBTAIN A TITLE
ENDORSEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE
AGENT INSURING SUCH AMENDMENT AND (III) PAY ALL RECORDING, INTANGIBLE OR OTHER
TAXES DUE IN CONNECTION THEREWITH AND EXECUTING ANY TAX AFFIDAVITS IN CONNECTION
THEREWITH REQUESTED BY THE ADMINISTRATIVE AGENT.
SECTION 5.8.
MAINTENANCE OF PROPERTIES; INSURANCE.
EACH BORROWER
WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, (A) KEEP AND MAINTAIN ALL
PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, AND (B) MAINTAIN WITH INSURANCE
COMPANIES THAT ARE NOT AFFILIATES OF ANY BORROWER NOR ANY OF THEIR SUBSIDIARIES,
THE SELECTION OF WHICH IS CONSISTENT WITH SOUND CORPORATE PRACTICES AND
CUSTOMARY FOR THE RESPECTIVE BUSINESSES,
(I) INSURANCE WITH RESPECT TO ITS
PROPERTIES AND BUSINESS, AND THE PROPERTIES AND BUSINESS OF ITS SUBSIDIARIES,
AGAINST SUCH CASUALTIES AND CONTINGENCIES AND OF SUCH TYPES AND IN SUCH AMOUNTS
AS ARE CONSISTENT WITH SOUND CORPORATE PRACTICES AND ARE CUSTOMARY IN THEIR
RESPECTIVE BUSINESSES AND (B) ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT
TO THE SECURITY DOCUMENTS, AND WILL, UPON REASONABLE REQUEST OF THE
ADMINISTRATIVE AGENT, FURNISH TO EACH LENDER AT REASONABLE INTERVALS (BUT IN NO
EVENT MORE FREQUENTLY THAN ONCE PER CALENDAR YEAR, UNLESS THERE HAS OCCURRED AN
EVENT OF DEFAULT) A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH BORROWER
SETTING FORTH THE NATURE AND EXTENT OF ALL INSURANCE MAINTAINED BY EACH BORROWER
AND EACH RESTRICTED SUBSIDIARY IN ACCORDANCE WITH THIS SECTION 5.8, AND (C) AT
ALL TIMES SHALL NAME THE ADMINISTRATIVE AGENT AS ADDITIONAL INSURED ON ALL
LIABILITY INSURANCE POLICIES OF EACH BORROWER AND EACH RESTRICTED SUBSIDIARY AND
AS LOSS PAYEE (PURSUANT TO THE LOSS PAYEE ENDORSEMENT APPROVED BY THE
ADMINISTRATIVE AGENT) ON ALL CASUALTY AND PROPERTY INSURANCE POLICIES OF EACH
BORROWER AND EACH RESTRICTED SUBSIDIARY.
SECTION 5.9.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE BORROWERS
WILL USE THE PROCEEDS OF ALL LOANS FIRST, TO REFINANCE INDEBTEDNESS EXISTING ON
THE CLOSING DATE AND OWING TO THE EXISTING LENDERS UNDER THE EXISTING CREDIT
AGREEMENT, IF ANY, AND TO PAY RELATED FEES AND EXPENSES, AND NEXT, TO FINANCE A
SHARE REPURCHASE PROGRAM OF UIC, WORKING CAPITAL NEEDS, PERMITTED ACQUISITIONS,
CAPITAL EXPENDITURES AND FOR OTHER GENERAL CORPORATE PURPOSES OF THE BORROWERS
AND THEIR 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.
60
SECTION 5.10.
ADDITIONAL SUBSIDIARIES.
(A)
IN THE EVENT THAT ANY PERSON BECOMES BOTH A DOMESTIC SUBSIDIARY
AND A MATERIAL SUBSIDIARY OF A BORROWER, WHETHER PURSUANT TO AN ACQUISITION OR
OTHERWISE, (X) THE ADMINISTRATIVE BORROWER SHALL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS OF THE CREATION OR ACQUISITION OF SUCH
SUBSIDIARY AND (Y) WITHIN THIRTY (30) DAYS THEREAFTER, THE BORROWERS SHALL CAUSE
SUCH