EACH OF ITS SUBSIDIARIES TO, (I) KEEP ALL PROPERTY NECESSARY TO THE
BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED AND SUBJECT TO THE OCCURRENCE OF
CASUALTY EVENTS, (II) MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES INSURANCE ON ALL SUCH PROPERTY AND AGAINST ALL SUCH RISKS AS IS
CONSISTENT AND IN ACCORDANCE WITH INDUSTRY PRACTICE FOR COMPANIES SIMILARLY
SITUATED OWNING SIMILAR PROPERTIES AND ENGAGED IN SIMILAR BUSINESSES AS THE
BORROWER AND ITS SUBSIDIARIES, AND (III) FURNISH TO THE ADMINISTRATIVE AGENT,
UPON ITS REQUEST THEREFOR, FULL INFORMATION AS TO THE INSURANCE CARRIED.
THE
PROVISIONS OF THIS SECTION 9.03 SHALL BE DEEMED SUPPLEMENTAL TO, BUT NOT
DUPLICATIVE OF, THE PROVISIONS OF ANY SECURITY DOCUMENTS THAT REQUIRE THE
MAINTENANCE OF INSURANCE.
(B)
ALL INSURANCE POLICIES OR CERTIFICATES (OR CERTIFIED COPIES
THEREOF) WITH RESPECT TO THE BORROWER'S AND ITS SUBSIDIARIES' PROPERTY (AND ANY
OTHER INSURANCE MAINTAINED BY THE BORROWER AND/OR SUCH SUBSIDIARIES) (I) SHALL
BE ENDORSED TO THE COLLATERAL AGENT'S SATISFACTION FOR THE BENEFIT OF THE
COLLATERAL AGENT (INCLUDING, WITHOUT LIMITATION, BY NAMING THE COLLATERAL AGENT
AS LOSS PAYEE AND/OR ADDITIONAL INSURED) AND (II) SHALL STATE THAT SUCH
INSURANCE POLICIES SHALL NOT BE CANCELED WITHOUT AT LEAST 30 DAYS' PRIOR WRITTEN
NOTICE THEREOF BY THE RESPECTIVE INSURER TO THE COLLATERAL AGENT.
(C)
IF THE BORROWER OR ANY OF ITS SUBSIDIARIES SHALL FAIL TO MAINTAIN
INSURANCE IN ACCORDANCE WITH THIS SECTION 9.03, OR IF THE BORROWER OR ANY OF ITS
SUBSIDIARIES SHALL FAIL TO SO
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endorse all policies or certificates with respect thereto to the Collateral
Agent's satisfaction as provided in Section 9.03(b), the Administrative Agent
shall have the right (but shall be under no obligation), following prior notice
to the Borrower, to procure such insurance and the Borrower agrees to reimburse
the Administrative Agent for all reasonable costs and expenses of procuring such
insurance.
9.04.
EXISTENCE; FRANCHISES.
THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, DO OR CAUSE TO BE DONE, ALL THINGS REASONABLY NECESSARY TO
PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AND ITS MATERIAL
RIGHTS, FRANCHISES, LICENSES, PERMITS, COPYRIGHTS, TRADEMARKS AND PATENTS;
PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 9.04 SHALL PREVENT (I) SALES OF
ASSETS AND OTHER TRANSACTIONS BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN
ACCORDANCE WITH SECTION 10.02 OR (II) THE WITHDRAWAL BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES OF ITS QUALIFICATION AS A FOREIGN COMPANY IN ANY JURISDICTION
IF SUCH WITHDRAWAL COULD NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.05.
COMPLIANCE WITH STATUTES, ETC.
THE BORROWER WILL, AND WILL CAUSE
EACH OF ITS SUBSIDIARIES TO, COMPLY WITH ALL APPLICABLE STATUTES, REGULATIONS
AND ORDERS OF, AND ALL APPLICABLE RESTRICTIONS IMPOSED BY, ALL GOVERNMENTAL
BODIES, DOMESTIC OR FOREIGN, IN RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE
OWNERSHIP OF ITS PROPERTY (INCLUDING APPLICABLE STATUTES, REGULATIONS, ORDERS
AND RESTRICTIONS RELATING TO ENVIRONMENTAL STANDARDS AND CONTROLS), EXCEPT SUCH
NONCOMPLIANCES AS COULD