in the operation of its business in good working order and condition,
ordinary wear and tear excepted; and (b) make all necessary repairs thereto and
renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.
6.07
Maintenance of Insurance.
Maintain with financially sound and reputable insurance companies reasonably
acceptable to the Administrative Agent not Affiliates of the Loan Parties (other
than Colchester Insurance Company), insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business and operating in the same or
similar locations or as is required by applicable Law, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons and as are reasonably acceptable to the Administrative Agent.
(A)
FIRE AND EXTENDED COVERAGE POLICIES
MAINTAINED WITH RESPECT TO ANY COLLATERAL SHALL BE ENDORSED OR OTHERWISE AMENDED
TO INCLUDE (I) A LENDERS' LOSS PAYABLE CLAUSE (REGARDING PERSONAL PROPERTY), IN
FORM AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT, WHICH PROVIDES THAT THE
INSURER SHALL PAY ALL PROCEEDS ATTRIBUTABLE TO ANY COLLATERAL (WHICH PROCEEDS
ARE NOT USED BY THE LOAN PARTIES AS PROVIDED FOR IN THE DEFINITION OF PREPAYMENT
EVENT) OTHERWISE PAYABLE TO THE LOAN PARTIES UNDER THE POLICIES DIRECTLY TO THE
COLLATERAL AGENT AND (II) A PROVISION TO THE EFFECT THAT NONE OF THE LOAN
PARTIES, CREDIT PARTIES OR ANY OTHER PERSON SHALL BE A CO-INSURER.
COMMERCIAL
GENERAL LIABILITY POLICIES SHALL BE ENDORSED TO NAME THE COLLATERAL AGENT AS AN
ADDITIONAL INSURED.
EACH SUCH POLICY REFERRED TO IN THIS SECTION 6.07(A) SHALL
ALSO PROVIDE THAT IT SHALL NOT BE CANCELED, MODIFIED OR NOT RENEWED (I) BY
REASON OF NONPAYMENT OF PREMIUM EXCEPT UPON NOT LESS THAN THIRTY (30) DAYS'
PRIOR WRITTEN NOTICE THEREOF BY THE INSURER TO THE COLLATERAL AGENT (GIVING THE
COLLATERAL AGENT THE RIGHT TO CURE DEFAULTS IN THE PAYMENT OF PREMIUMS) OR
(II) FOR ANY OTHER REASON EXCEPT UPON NOT LESS THAN THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE THEREOF BY THE INSURER TO THE COLLATERAL AGENT.
THE LEAD
BORROWER SHALL DELIVER TO THE COLLATERAL AGENT, PRIOR TO THE CANCELLATION,
MODIFICATION OR NON-RENEWAL OF ANY SUCH POLICY OF INSURANCE, A COPY OF A RENEWAL
OR REPLACEMENT POLICY (OR OTHER EVIDENCE OF RENEWAL OF A POLICY PREVIOUSLY
DELIVERED TO THE COLLATERAL AGENT, INCLUDING AN INSURANCE BINDER) TOGETHER WITH
EVIDENCE SATISFACTORY TO THE COLLATERAL AGENT OF PAYMENT OF THE PREMIUM
THEREFOR.
(B)
NONE OF THE CREDIT PARTIES, OR THEIR AGENTS
OR EMPLOYEES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE INSURED BY THE INSURANCE
POLICIES REQUIRED TO BE MAINTAINED UNDER THIS SECTION 6.07.
EACH LOAN PARTY
SHALL LOOK SOLELY TO ITS INSURANCE COMPANIES OR ANY OTHER PARTIES OTHER THAN THE
CREDIT PARTIES FOR THE RECOVERY OF SUCH LOSS OR DAMAGE AND SUCH INSURANCE
COMPANIES SHALL HAVE NO RIGHTS OF SUBROGATION AGAINST ANY CREDIT PARTY OR ITS
AGENTS OR EMPLOYEES.
IF, HOWEVER, THE INSURANCE POLICIES