of its business
interruption insurance policies.
Each Loan Party hereby directs all insurers
under all policies of insurance to pay all proceeds payable thereunder directly
to Administrative Agent.
Each Loan Party irrevocably makes, constitutes and
appoints Administrative Agent (and all officers, employees or agents designated
by Administrative Agent) as such Loan Party's true and lawful attorney (and
agent-in-fact) for the purpose of making, settling and adjusting claims under
such policies of insurance, endorsing the name of such Loan Party on any check,
draft, instrument or other item of payment for the proceeds of such policies of
insurance and making all determinations and decisions with respect to such
policies of insurance, provided however, that if no Event of Default shall have
occurred and is continuing, each Loan Party may make, settle and adjust claims
involving less than $250,000.00 in the aggregate without Administrative Agent's
consent.
12.5.2.Liability Insurance.
Maintain, at its expense, such public liability and
third party property damage insurance as is customary for Persons engaged in
businesses similar to that of such Loan Party with such companies and in such
amounts, with such deductibles and under policies in such form as shall be
reasonably satisfactory to Administrative Agent and within thirty (30) days
following request by Administrative Agent, Borrowers shall deliver original (or
certified) copies of such policies to Administrative Agent, together with
evidence of payment of all premiums therefor.
Each such policy shall contain an
endorsement showing Administrative Agent and Lenders as additional insured
thereunder and providing that the insurance company shall give Administrative
Agent at least thirty (30) days (except for non-payment of premium, in which
case a ten (10) days) written notice before any such policy shall be altered or
canceled.
12.5.3.ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE.
IF ANY LOAN PARTY AT ANY
TIME OR TIMES HEREAFTER SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE POLICIES OF
INSURANCE REQUIRED ABOVE (AND PROVIDE EVIDENCE THEREOF TO ADMINISTRATIVE AGENT)
OR TO PAY ANY PREMIUM RELATING THERETO, THEN ADMINISTRATIVE AGENT, WITHOUT
WAIVING OR RELEASING ANY OBLIGATION OR DEFAULT BY BORROWERS HEREUNDER, MAY (BUT
SHALL BE UNDER NO OBLIGATION TO) OBTAIN AND MAINTAIN SUCH POLICIES OF INSURANCE
AND PAY SUCH PREMIUMS AND TAKE SUCH OTHER ACTIONS WITH RESPECT THERETO AS
ADMINISTRATIVE AGENT DEEMS ADVISABLE UPON NOTICE TO BORROWERS.
SUCH INSURANCE,
IF OBTAINED BY ADMINISTRATIVE AGENT, MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY'S
INTERESTS OR PAY ANY CLAIM MADE BY OR AGAINST ANY LOAN PARTY WITH RESPECT TO THE
COLLATERAL.
SUCH INSURANCE MAY BE MORE EXPENSIVE THAN THE COST OF INSURANCE ANY
LOAN PARTY MAY BE ABLE TO OBTAIN ON ITS OWN AND MAY BE CANCELLED ONLY UPON THE
APPLICABLE LOAN PARTY PROVIDING EVIDENCE THAT IT HAS OBTAINED THE
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INSURANCE AS REQUIRED ABOVE.
ALL SUMS DISBURSED BY ADMINISTRATIVE AGENT IN
CONNECTION WITH ANY SUCH ACTIONS, INCLUDING, WITHOUT LIMITATION, COURT COSTS,
EXPENSES, OTHER CHARGES RELATING THERETO AND REASONABLE ATTORNEY COSTS, SHALL
CONSTITUTE LOANS HEREUNDER, SHALL BE PAYABLE ON DEMAND BY BORROWERS TO
ADMINISTRATIVE AGENT AND, UNTIL PAID, SHALL BEAR INTEREST