GAAP, APPROPRIATE RESERVES FOR THE ACCRUAL OF ALL
OF THEIR RESPECTIVE OBLIGATIONS AND LIABILITIES AND (III) WILL NOT BREACH OR
PERMIT ANY SUBSIDIARY TO BREACH, OR PERMIT TO EXIST ANY DEFAULT UNDER, THE TERMS
OF ANY LEASE, COMMITMENT, CONTRACT, INSTRUMENT OR OBLIGATION TO WHICH IT IS A
PARTY, OR BY WHICH ITS PROPERTIES OR ASSETS ARE BOUND, EXCEPT FOR SUCH BREACHES
OR DEFAULTS WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 4.3
CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.
EACH
BORROWER WILL CONTINUE, AND WILL, IF APPLICABLE, CAUSE EACH SUBSIDIARY THEREOF
TO CONTINUE, TO ENGAGE IN BUSINESS OF THE SAME GENERAL TYPE AS IT NOW CONDUCTS
AND WILL PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT, AND WILL CAUSE EACH
SUBSIDIARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT THEIR RESPECTIVE
EXISTENCE AND THEIR RESPECTIVE RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY OR
DESIRABLE IN THE NORMAL CONDUCT OF BUSINESS.
SECTION 4.4
MAINTENANCE OF PROPERTY;
INSURANCE.
(A)
EACH BORROWER WILL KEEP, AND WILL CAUSE EACH OF ITS SUBSIDIARIES
TO KEEP, ALL PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER
AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
(B)
EACH BORROWER WILL MAINTAIN, AND WILL CAUSE EACH SUBSIDIARY
THEREOF TO MAINTAIN, (I) PHYSICAL DAMAGE INSURANCE ON ALL REAL AND PERSONAL
PROPERTY ON AN ALL RISKS BASIS (INCLUDING THE PERILS OF FLOOD AND QUAKE),
COVERING THE REPAIR AND REPLACEMENT COST OF ALL SUCH PROPERTY AND CONSEQUENTIAL
LOSS COVERAGE FOR BUSINESS INTERRUPTION AND PUBLIC LIABILITY INSURANCE
(INCLUDING PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE) IN EACH CASE OF THE
KINDS CUSTOMARILY CARRIED OR MAINTAINED BY PERSONS OF ESTABLISHED REPUTATION
ENGAGED IN SIMILAR BUSINESSES AND IN AMOUNTS ACCEPTABLE TO AGENT AND (II) SUCH
OTHER INSURANCE COVERAGE IN SUCH AMOUNTS AND WITH RESPECT TO SUCH RISKS AS AGENT
MAY REASONABLY REQUEST.
ALL SUCH INSURANCE SHALL BE PROVIDED BY INSURERS HAVING
AN A.M. BEST POLICYHOLDERS RATING REASONABLY ACCEPTABLE TO AGENT.
(C)
ON OR PRIOR TO THE CLOSING DATE, BORROWERS WILL CAUSE AGENT TO BE
NAMED AS AN ADDITIONAL INSURED, ASSIGNEE AND LOSS PAYEE, AS APPLICABLE, ON EACH
INSURANCE POLICY REQUIRED TO BE MAINTAINED PURSUANT TO THIS SECTION 4.4 PURSUANT
TO ENDORSEMENTS IN FORM AND CONTENT ACCEPTABLE TO AGENT.
BORROWERS WILL DELIVER
TO AGENT AND THE LENDERS (I) ON THE CLOSING DATE, A CERTIFICATE FROM BORROWERS'
INSURANCE BROKER DATED AS OF SUCH DATE SHOWING THE AMOUNT OF COVERAGE AS OF SUCH
DATE, AND THAT SUCH POLICIES WILL INCLUDE EFFECTIVE WAIVERS (WHETHER UNDER THE
TERMS OF ANY SUCH POLICY OR OTHERWISE) BY THE INSURER OF ALL CLAIMS FOR
INSURANCE PREMIUMS AGAINST ALL LOSS PAYEES AND ADDITIONAL INSUREDS AND ALL
RIGHTS OF SUBROGATION AGAINST ALL LOSS PAYEES AND ADDITIONAL INSUREDS, AND THAT
IF ALL OR ANY PART OF SUCH POLICY IS CANCELED, TERMINATED OR EXPIRES, THE
INSURER WILL FORTHWITH GIVE NOTICE THEREOF TO EACH ADDITIONAL INSURED AND LOSS
PAYEE AND THAT NO CANCELLATION, REDUCTION IN AMOUNT OR MATERIAL CHANGE IN
COVERAGE THEREOF SHALL BE EFFECTIVE UNTIL AT LEAST THIRTY (30) DAYS AFTER
RECEIPT