AND LIABILITIES,
AS IS CUSTOMARILY MAINTAINED BY COMPANIES SIMILARLY SITUATED, BUT WHICH SHALL
INSURE AGAINST ALL RISKS AND LIABILITIES OF THE TYPE IDENTIFIED ON SCHEDULE 9.16
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,
FURNISH TO THE ADMINISTRATIVE AGENT 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) SHOWING THE ADMINISTRATIVE AGENT AS
LOSS PAYEE WITH RESPECT TO EACH POLICY OF PROPERTY OR CASUALTY INSURANCE AND
NAMING THE ADMINISTRATIVE AGENT AS AN ADDITIONAL INSURED WITH RESPECT TO EACH
POLICY OF LIABILITY INSURANCE, (II) PROVIDING THAT 30 DAYS' NOTICE WILL BE GIVEN
TO THE ADMINISTRATIVE AGENT PRIOR TO ANY CANCELLATION OF, MATERIAL REDUCTION OR
CHANGE IN COVERAGE PROVIDED BY OR OTHER MATERIAL MODIFICATION TO SUCH POLICY AND
(III) REASONABLY ACCEPTABLE IN ALL OTHER RESPECTS TO THE ADMINISTRATIVE AGENT.
THE COMPANY SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A COLLATERAL
ASSIGNMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, OF
EACH BUSINESS INTERRUPTION INSURANCE POLICY MAINTAINED BY THE COMPANY.
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(C)
UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE
OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT
MAY, FOLLOWING WRITTEN NOTICE TO THE COMPANY, PURCHASE INSURANCE AT THE
COMPANY'S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT'S AND THE LENDERS'
INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN
PARTY'S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT
PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH THE
COLLATERAL. THE COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE
ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH
EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT.
IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE COMPANY
WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY
OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF
THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER.
THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN
PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN.
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