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.
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SECTION 4.3
MAINTENANCE OF EXISTENCE.
Each Borrower 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 (except for Subsidiary mergers permitted by
Section 5.7) and their respective rights, privileges and franchises necessary or
desirable in the normal conduct of business except for such rights, privileges
and/or franchises the failure of which to maintain could not reasonably be
expected to have a Material Adverse Effect.
SECTION 4.4
MAINTENANCE OF PROPERTY;
INSURANCE.
(A)
EACH BORROWER WILL KEEP, AND WILL CAUSE
EACH SUBSIDIARY TO KEEP, ALL PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS IN
GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR AND CASUALTY (SUBJECT
TO THE OBLIGATIONS TO REPAIR IF SUCH BORROWER OR SUCH SUBSIDIARY SO ELECTED
PURSUANT TO SECTION 2.1(C)(II)) EXCEPTED.
(B)
EACH BORROWER WILL MAINTAIN, AND WILL CAUSE
EACH SUBSIDIARY TO MAINTAIN IN EACH CASE SUBJECT TO CUSTOMARY EXCLUSIONS AND
DEDUCTIBLES THAT ARE NOT MATERIALLY AND ADVERSELY INCONSISTENT WITH THOSE IN
EFFECT ON THE CLOSING DATE, (I) CASUALTY 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 COVERAGE FOR
BUSINESS INTERRUPTION AND PUBLIC LIABILITY INSURANCE (INCLUDING
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE) IN EACH CASE OF THE KINDS AND
IN AMOUNTS GENERALLY CONSISTENT WITH BORROWER'S INSURANCE COVERAGE AS OF THE
CLOSING DATE, AS ADJUSTED FROM TIME TO TIME IN RESPECT OF ANY FUTURE GROWTH IN
BORROWER'S BUSINESS, INCLUDING AS A RESULT OF PERMITTED ACQUISITIONS AND
(II) SUCH OTHER INSURANCE COVERAGE IN SUCH AMOUNTS AND WITH RESPECT TO SUCH
RISKS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
ALL SUCH INSURANCE SHALL
BE PROVIDED BY INSURERS HAVING AN A.M. BEST POLICYHOLDERS RATING REASONABLY
ACCEPTABLE TO ADMINISTRATIVE AGENT.
BORROWERS WILL NOT, AND WILL NOT PERMIT
ANY SUBSIDIARY TO, BRING OR KEEP ANY ARTICLE ON ANY BUSINESS LOCATION OF ANY
CREDIT PARTY, OR CAUSE OR ALLOW ANY CONDITION TO EXIST, IF THE PRESENCE OF SUCH
ARTICLE OR THE OCCURRENCE OF SUCH CONDITION COULD REASONABLY CAUSE THE
INVALIDATION OF ANY INSURANCE REQUIRED BY THIS SECTION 4.4(B), OR WOULD
OTHERWISE BE PROHIBITED BY THE TERMS THEREOF.
(C)
ON OR PRIOR TO THE CLOSING DATE, AND AT ALL
TIMES THEREAFTER, EACH BORROWER WILL CAUSE ADMINISTRATIVE AGENT TO BE NAMED AS
AN ADDITIONAL INSURED, ASSIGNEE AND LOSS PAYEE (WHICH SHALL INCLUDE, AS
APPLICABLE, IDENTIFICATION AS MORTGAGEE), 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 ADMINISTRATIVE AGENT.
BORROWERS
WILL DELIVER TO ADMINISTRATIVE AGENT AND THE LENDERS (I) ON THE CLOSING DATE, A
CERTIFICATE FROM BORROWERS'