REQUEST TO THE ADMINISTRATIVE AGENT OR SUCH
LENDER 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 LENDER'S 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 THIRTY (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.
(C)
UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE
OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT WITHIN THREE (3) BUSINESS
DAYS OF WRITTEN REQUEST BY THE ADMINISTRATIVE AGENT OR ANY LENDER, THE
ADMINISTRATIVE AGENT MAY 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.
47
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, MATERIAL CONTRACTS; PAYMENT OF TAXES AND
LIABILITIES.
(A) COMPLY, AND CAUSE EACH LOAN PARTY TO COMPLY, IN ALL MATERIAL
RESPECTS WITH ALL MATERIAL APPLICABLE LAWS, RULES, REGULATIONS, DECREES, ORDERS,
JUDGMENTS, LICENSES, MATERIAL CONTRACTS AND PERMITS, THE NONCOMPLIANCE WITH
WHICH COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT; AND (B) PAY, AND CAUSE EACH LOAN PARTY TO PAY, PRIOR TO
DELINQUENCY, ALL UNITED STATES FEDERAL TAXES AND ALL OTHER MATERIAL TAXES AND
GOVERNMENTAL CHARGES AGAINST IT OR ANY OF ITS PROPERTY, AS WELL AS CLAIMS OF ANY
KIND WHICH, IF UNPAID, MIGHT BECOME A LIEN ON ANY OF ITS PROPERTY, OTHER THAN
LIENS PERMITTED BY SECTION 11.2; PROVIDED THAT THE FOREGOING SHALL NOT REQUIRE
THE COMPANY OR ANY SUBSIDIARY TO PAY ANY SUCH TAX OR CHARGE SO LONG AS IT SHALL
CONTEST THE VALIDITY THEREOF IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND SHALL
SET ASIDE ON ITS BOOKS ADEQUATE