LIABILITIES OF THE TYPE IDENTIFIED ON SCHEDULE 9.15
AND SHALL HAVE INSURED AMOUNTS NO LESS THAN, AND DEDUCTIBLES NO HIGHER THAN,
THOSE SET FORTH ON SUCH SCHEDULE; AND, UPON REQUEST OF THE ADMINISTRATIVE AGENT
OR ANY LENDER, FURNISH TO THE ADMINISTRATIVE AGENT OR SUCH LENDER A CERTIFICATE
SETTING FORTH IN REASONABLE DETAIL THE NATURE AND EXTENT OF ALL INSURANCE
MAINTAINED BY THE LOAN PARTIES.
THE COMPANY SHALL CAUSE EACH ISSUER OF AN
INSURANCE POLICY TO PROVIDE THE ADMINISTRATIVE AGENT WITH AN ENDORSEMENT (I)
NAMING THE ADMINISTRATIVE AGENT AS AN ADDITIONAL INSURED WITH RESPECT TO EACH
POLICY OF GENERAL AND UMBRELLA LIABILITY INSURANCE AND (II) PROVIDING THAT 30
DAYS' NOTICE WILL BE GIVEN TO THE ADMINISTRATIVE AGENT PRIOR TO ANY CANCELLATION
OF,
ANY MATERIAL REDUCTION IN COVERAGE PROVIDED BY OR ANY OTHER MATERIAL
MODIFICATION TO SUCH POLICY.
(C)
THE COMPANY SHALL MAINTAIN AT ALL TIMES A KEY MAN LIFE INSURANCE
POLICY ON THE LIFE OF DAVID TEECE IN AN AMOUNT EQUAL TO $5,000,000, IN FORM AND
SUBSTANCE AND WITH A LIFE INSURANCE COMPANY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
10.4
COMPLIANCE WITH LAWS; PAYMENT OF TAXES AND LIABILITIES.
(A)
COMPLY, AND CAUSE EACH OTHER LOAN PARTY TO COMPLY, IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE LAWS, RULES, REGULATIONS, DECREES, ORDERS, JUDGMENTS, LICENSES
AND PERMITS, EXCEPT WHERE FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; (B) WITHOUT LIMITING CLAUSE (A) ABOVE, ENSURE,
AND CAUSE EACH OTHER LOAN PARTY TO ENSURE, THAT NO PERSON WHO OWNS A CONTROLLING
INTEREST IN OR OTHERWISE CONTROLS A LOAN PARTY IS OR SHALL BE (I) LISTED ON THE
SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON LIST MAINTAINED BY THE OFFICE
OF FOREIGN ASSETS CONTROL ("OFAC"), DEPARTMENT OF THE TREASURY, AND/OR ANY OTHER
SIMILAR LISTS MAINTAINED BY OFAC PURSUANT TO ANY AUTHORIZING STATUTE, EXECUTIVE
ORDER OR REGULATION OR (II) A PERSON DESIGNATED UNDER SECTION 1(B), (C) OR (D)
OF EXECUTIVE ORDER NO. 13224 (SEPTEMBER 23, 2001), ANY RELATED ENABLING
LEGISLATION OR ANY OTHER SIMILAR EXECUTIVE ORDERS, (C) WITHOUT LIMITING CLAUSE
(A) ABOVE, COMPLY, AND CAUSE EACH OTHER LOAN PARTY TO COMPLY, WITH ALL
APPLICABLE BANK SECRECY ACT ("BSA") AND ANTI-MONEY LAUNDERING LAWS AND
REGULATIONS AND (D) PAY, AND CAUSE EACH OTHER LOAN PARTY TO PAY, PRIOR TO
DELINQUENCY, ALL TAXES AND OTHER GOVERNMENTAL CHARGES AGAINST IT OR ANY
COLLATERAL, AS WELL AS CLAIMS OF ANY KIND WHICH, IF UNPAID, COULD BECOME A LIEN
ON ANY OF ITS PROPERTY; PROVIDED THAT THE FOREGOING SHALL NOT REQUIRE ANY LOAN
PARTY TO PAY ANY SUCH TAX OR CHARGE SO LONG AS IT SHALL CONTEST THE VALIDITY
THEREOF IN
41
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND SHALL SET ASIDE ON ITS BOOKS ADEQUATE
RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP.
10.5
MAINTENANCE OF EXISTENCE, ETC.
MAINTAIN AND PRESERVE, AND (SUBJECT
TO SECTION 11.4) CAUSE EACH OTHER LOAN PARTY TO MAINTAIN AND PRESERVE, (A) ITS
EXISTENCE AND GOOD STANDING IN THE JURISDICTION OF ITS ORGANIZATION AND (B) ITS
QUALIFICATION TO DO BUSINESS AND GOOD STANDING IN EACH