or obtain all
licenses, qualifications and permits now held or hereafter required to be held
by Borrower or any of its Subsidiaries, for which the loss, suspension,
revocation or failure to obtain or renew, could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.
This
Section 2.1 shall not preclude Borrower or its Subsidiaries from contesting any
taxes or other payments, if they are being diligently contested in good faith in
a manner which stays enforcement of any Lien in respect thereof and if
appropriate expense provisions have been recorded in conformity with GAAP,
subject to Section 3.2.
Borrower represents and warrants that it (i) is in
compliance and each of its Subsidiaries is in compliance with the requirements
of all applicable laws, rules, regulations and orders of any Governmental
Authority and the obligations, covenants and conditions contained in all
Contractual Obligations other than those laws, rules, regulations, orders and
provisions of such Contractual Obligations the noncompliance with which could
not be reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect, and (ii) maintains and each of its Subsidiaries
maintains all licenses, qualifications and permits referred to above.
2.2.
Insurance; Damage to or Destruction of
Collateral.
(A)
BORROWER SHALL, AT ITS SOLE COST AND
EXPENSE, MAINTAIN THE POLICIES OF INSURANCE DESCRIBED ON SCHEDULE 5.18 AS IN
EFFECT ON THE DATE HEREOF OR OTHERWISE IN FORM AND AMOUNTS AND WITH INSURERS
REASONABLY ACCEPTABLE TO AGENT.
SUCH POLICIES OF INSURANCE (OR THE LOSS PAYABLE
AND ADDITIONAL INSURED ENDORSEMENTS DELIVERED TO AGENT) SHALL CONTAIN PROVISIONS
PURSUANT TO WHICH THE INSURER AGREES TO PROVIDE 30 DAYS PRIOR WRITTEN NOTICE TO
AGENT IN THE EVENT OF ANY NON-RENEWAL, CANCELLATION OR AMENDMENT OF ANY SUCH
INSURANCE POLICY.
IF BORROWER
17
AT ANY TIME OR TIMES HEREAFTER SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE
POLICIES OF INSURANCE REQUIRED ABOVE OR TO PAY ALL PREMIUMS RELATING THERETO,
AGENT MAY AT ANY TIME OR TIMES THEREAFTER OBTAIN AND MAINTAIN SUCH POLICIES OF
INSURANCE AND PAY SUCH PREMIUMS AND TAKE ANY OTHER ACTION WITH RESPECT THERETO
THAT AGENT DEEMS ADVISABLE.
AGENT SHALL HAVE NO OBLIGATION TO OBTAIN INSURANCE
FOR BORROWER OR ANY SUBSIDIARY OR PAY ANY PREMIUMS THEREFOR.
BY DOING SO, AGENT
SHALL NOT BE DEEMED TO HAVE WAIVED ANY DEFAULT ARISING FROM BORROWER'S FAILURE
TO MAINTAIN SUCH INSURANCE OR PAY ANY PREMIUMS THEREFOR.
ALL SUMS SO DISBURSED,
INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS AND OTHER CHARGES RELATED
THERETO, SHALL BE PAYABLE ON DEMAND BY BORROWER TO AGENT AND SHALL BE ADDITIONAL
OBLIGATIONS HEREUNDER SECURED BY THE COLLATERAL.
(B)
BORROWER SHALL DELIVER TO AGENT FROM TIME TO
TIME A REPORT OF A REPUTABLE INSURANCE BROKER, REASONABLY SATISFACTORY TO AGENT,
WITH RESPECT TO ITS INSURANCE POLICIES.
(C)
BORROWER SHALL DELIVER TO AGENT, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT, ENDORSEMENTS TO (I) ALL "ALL
RISK" AND BUSINESS INTERRUPTION INSURANCE NAMING AGENT, ON BEHALF OF ITSELF AND
LENDERS, AS LOSS PAYEE AS ITS INTEREST MAY APPEAR, AND