TO ITS BUSINESS AND ACTIVITIES.
EACH OF
HOLDINGS AND THE BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES 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 (SO LONG AS A REPRESENTATIVE OF
HOLDINGS OR THE BORROWER HAS BEEN AFFORDED A REASONABLE OPPORTUNITY TO BE
PRESENT AT SUCH DISCUSSIONS) INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE
TIMES AND AS OFTEN AS REASONABLY REQUESTED; PROVIDED THAT, UNLESS A DEFAULT HAS
OCCURRED AND IS CONTINUING, THE BORROWER SHALL NOT BE REQUIRED TO PAY THE
EXPENSE OF ANY SUCH VISIT BY A REPRESENTATIVE OF A LENDER, AND SHALL ONLY BE
REQUIRED TO PAY THE EXPENSE OF TWO SUCH VISITS BY A REPRESENTATIVE OF THE
ADMINISTRATIVE AGENT DURING ANY FISCAL YEAR.
SECTION 5.10.
COMPLIANCE WITH LAWS.
EACH OF HOLDINGS AND THE BORROWER WILL,
AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES,
REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS
PROPERTY, EXCEPT WHERE 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 AND LETTERS OF CREDIT.
THE PROCEEDS OF THE
TRANCHE E TERM LOANS WILL BE USED ONLY TO PREPAY TRANCHE D TERM LOANS
OUTSTANDING ON THE THIRD RESTATEMENT EFFECTIVE DATE.
THE PROCEEDS OF THE
DELAYED DRAW TERM LOANS WILL BE USED ONLY TO REDEEM OUTSTANDING INITIAL SENIOR
UNSECURED DEBT (THE "REDEMPTION").
THE PROCEEDS OF THE REVOLVING LOANS AND
SWINGLINE LOANS WILL BE USED ONLY FOR GENERAL CORPORATE PURPOSES.
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 G, U AND X.
LETTERS OF CREDIT WILL BE ISSUED ONLY FOR
GENERAL CORPORATE PURPOSES.
SECTION 5.12.
ADDITIONAL SUBSIDIARIES.
IF ANY ADDITIONAL SUBSIDIARY IS FORMED
OR ACQUIRED AFTER THE ORIGINAL EFFECTIVE DATE, THE BORROWER WILL, WITHIN FIVE
BUSINESS DAYS AFTER SUCH SUBSIDIARY IS FORMED OR ACQUIRED, NOTIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS THEREOF (WHICH NOTICE SHALL INDICATE THE
NAME OF SUCH SUBSIDIARY, THE JURISDICTION IN WHICH IT IS ORGANIZED AND ITS
STATUS, IF APPLICABLE, AS A FOREIGN SUBSIDIARY OR A RECEIVABLES SUBSIDIARY OR A
SUBSIDIARY LOAN PARTY) AND CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT TO BE
SATISFIED WITH RESPECT TO SUCH SUBSIDIARY (IF IT IS A SUBSIDIARY LOAN PARTY) AND
WITH RESPECT TO ANY EQUITY INTEREST IN OR INDEBTEDNESS OF SUCH SUBSIDIARY OWNED
BY OR ON BEHALF OF ANY LOAN PARTY.
SECTION 5.13.
FURTHER ASSURANCES.
(A)
EACH OF HOLDINGS AND THE BORROWER WILL,
AND WILL CAUSE EACH SUBSIDIARY LOAN PARTY TO, EXECUTE ANY AND ALL FURTHER
DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH
FURTHER
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ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS, FIXTURE
FILINGS, MORTGAGES,