MAINTAIN AND
PRESERVE ALL PROPERTY MATERIAL TO THE CONDUCT OF SUCH BUSINESS AND KEEP SUCH
PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION (ORDINARY WEAR AND TEAR
EXCEPTED); PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 9.01(B) SHALL PREVENT
(I) SALES, CONVEYANCES, TRANSFERS OR OTHER DISPOSITIONS OF ASSETS,
CONSOLIDATIONS OR MERGERS BY OR INVOLVING ANY COMPANY OR ANY OTHER TRANSACTION
IN ACCORDANCE WITH SECTION 10.05; (II) THE WITHDRAWAL BY ANY COMPANY OF ITS
QUALIFICATION AS A FOREIGN CORPORATION IN ANY JURISDICTION WHERE SUCH
WITHDRAWAL, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT RESULT IN A MATERIAL
ADVERSE EFFECT; OR (III) THE ABANDONMENT BY ANY COMPANY OF ANY RIGHTS, PERMITS,
AUTHORIZATIONS, COPYRIGHTS, TRADEMARKS, TRADE NAMES, FRANCHISES, LICENSES AND
PATENTS THAT SUCH COMPANY REASONABLY DETERMINES ARE NOT USEFUL TO ITS BUSINESS.
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SECTION 9.02.
INSURANCE.
(A)
BORROWER AND ITS RESTRICTED SUBSIDIARIES SHALL MAINTAIN WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF BORROWER
INSURANCE ON ITS PROPERTY IN AT LEAST SUCH AMOUNTS AND AGAINST AT LEAST SUCH
RISKS AS ARE CUSTOMARILY INSURED AGAINST BY COMPANIES ENGAGED IN THE SAME OR A
SIMILAR BUSINESS AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE BORROWER OR
THE APPLICABLE RESTRICTED SUBSIDIARY OPERATES; AND FURNISH TO ADMINISTRATIVE
AGENT, UPON WRITTEN REQUEST, INFORMATION AS TO THE INSURANCE CARRIED.
ALL
INSURANCE SHALL PROVIDE THAT NO CANCELLATION THEREOF SHALL BE EFFECTIVE UNTIL AT
LEAST 30 DAYS AFTER RECEIPT BY COLLATERAL AGENT OF WRITTEN NOTICE THEREOF.
COLLATERAL AGENT SHALL BE NAMED AS AN ADDITIONAL INSURED ON ALL LIABILITY
INSURANCE POLICIES OF BORROWER AND EACH OF ITS RESTRICTED SUBSIDIARIES (OTHER
THAN DIRECTORS AND OFFICERS LIABILITY INSURANCE) AND COLLATERAL AGENT SHALL BE
NAMED AS LOSS PAYEE ON ALL PROPERTY INSURANCE POLICIES OF EACH SUCH PERSON.
(B)
BORROWER AND EACH OF ITS RESTRICTED SUBSIDIARIES SHALL DELIVER TO
ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES, (I) ON OR PRIOR TO THE
CLOSING DATE, A CERTIFICATE DATED ON OR PRIOR (BUT CLOSE) TO THE CLOSING DATE
SHOWING THE AMOUNT AND TYPES OF INSURANCE COVERAGE AS OF SUCH DATE,
(II) PROMPTLY FOLLOWING RECEIPT OF ANY NOTICE FROM ANY INSURER OF CANCELLATION
OR MATERIAL CHANGE IN COVERAGE FROM THAT EXISTING ON THE CLOSING DATE, A COPY OF
SUCH NOTICE (OR, IF NO COPY IS AVAILABLE, NOTICE THEREOF), AND (III) PROMPTLY
AFTER SUCH INFORMATION HAS BEEN RECEIVED IN WRITTEN FORM BY BORROWER OR ANY OF
ITS RESTRICTED SUBSIDIARIES, INFORMATION AS TO ANY CLAIM FOR AN AMOUNT IN EXCESS
OF $5.0 MILLION WITH RESPECT TO ANY PROPERTY AND CASUALTY INSURANCE POLICY
MAINTAINED BY BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES.
(C)
IN THE EVENT THAT THE PROCEEDS OF ANY INSURANCE CLAIM ARE PAID
AFTER COLLATERAL AGENT HAS EXERCISED ITS RIGHT TO FORECLOSE AFTER AN EVENT OF
DEFAULT SUCH PROCEEDS SHALL BE PAID TO COLLATERAL AGENT TO SATISFY ANY
DEFICIENCY REMAINING AFTER SUCH FORECLOSURE.
COLLATERAL AGENT SHALL RETAIN ITS
INTEREST IN THE POLICIES REQUIRED TO BE MAINTAINED PURSUANT TO THIS SECTION 9.02
DURING ANY REDEMPTION PERIOD.
SECTION 9.03.
TAXES.
BORROWER AND EACH OF ITS RESTRICTED SUBSIDIARIES SHALL
TIMELY FILE ALL MATERIAL