OF THE COMPANY IN SUCH LIQUIDATION OR
DISSOLUTION; PROVIDED, THAT SUBSIDIARY LOAN PARTIES MAY NOT BE LIQUIDATED INTO
SUBSIDIARIES THAT ARE NOT LOAN PARTIES AND DOMESTIC SUBSIDIARIES MAY NOT BE
LIQUIDATED INTO FOREIGN SUBSIDIARIES.
(B)
EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO
(I) LAWFULLY OBTAIN, PRESERVE, RENEW, EXTEND AND KEEP IN FULL FORCE AND EFFECT
THE PERMITS, FRANCHISES, AUTHORIZATIONS, PATENTS, TRADEMARKS, SERVICE MARKS,
TRADE NAMES, COPYRIGHTS, LICENSES AND RIGHTS WITH RESPECT THERETO NECESSARY TO
THE NORMAL CONDUCT OF ITS BUSINESS AND (II) AT ALL TIMES MAINTAIN AND PRESERVE
ALL PROPERTY NECESSARY TO THE NORMAL CONDUCT OF ITS BUSINESS AND KEEP SUCH
PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION AND FROM TIME TO TIME MAKE,
OR CAUSE TO BE MADE, ALL NEEDFUL AND PROPER REPAIRS, RENEWALS, ADDITIONS,
IMPROVEMENTS AND REPLACEMENTS THERETO NECESSARY IN ORDER THAT THE BUSINESS
CARRIED ON IN CONNECTION THEREWITH, IF ANY, MAY BE PROPERLY CONDUCTED AT ALL
TIMES (IN EACH CASE EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT).
SECTION 5.02. INSURANCE
.
(A)
MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES,
INSURANCE IN SUCH AMOUNTS AND AGAINST SUCH RISKS AS ARE CUSTOMARILY MAINTAINED
BY SIMILARLY SITUATED COMPANIES ENGAGED IN THE SAME OR SIMILAR BUSINESSES
OPERATING IN THE SAME OR SIMILAR LOCATIONS AND CAUSE THE ADMINISTRATIVE AGENT TO
BE LISTED AS A CO-LOSS PAYEE ON PROPERTY AND CASUALTY POLICIES AND AS AN
ADDITIONAL INSURED ON LIABILITY POLICIES.
(B)
WITH RESPECT TO ANY MORTGAGED PROPERTIES, IF AT ANY TIME THE
AREA IN WHICH THE PREMISES (AS DEFINED IN THE MORTGAGES) ARE LOCATED IS
DESIGNATED A "FLOOD HAZARD AREA" IN ANY FLOOD INSURANCE RATE MAP PUBLISHED BY
THE FEDERAL EMERGENCY MANAGEMENT AGENCY (OR ANY SUCCESSOR AGENCY), OBTAIN FLOOD
INSURANCE IN SUCH REASONABLE TOTAL AMOUNT AS THE ADMINISTRATIVE AGENT MAY FROM
TIME TO TIME REASONABLY REQUIRE, AND OTHERWISE COMPLY WITH THE NATIONAL FLOOD
INSURANCE PROGRAM AS SET FORTH IN THE FLOOD DISASTER PROTECTION ACT OF 1973, AS
IT MAY BE AMENDED FROM TIME TO TIME.
(C)
IN CONNECTION WITH THE COVENANTS SET FORTH IN THIS
SECTION 5.02, IT IS UNDERSTOOD AND AGREED THAT:
(I)
NONE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANKS, THE LENDERS,
AND THEIR RESPECTIVE AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE
INSURED BY THE INSURANCE POLICIES REQUIRED TO BE MAINTAINED UNDER THIS
SECTION 5.02, IT BEING UNDERSTOOD THAT (A) THE LOAN PARTIES SHALL LOOK SOLELY TO
THEIR INSURANCE COMPANIES OR ANY OTHER PARTIES OTHER THAN THE AFORESAID PARTIES
FOR THE RECOVERY OF SUCH LOSS OR DAMAGE AND (B) SUCH INSURANCE COMPANIES SHALL
HAVE NO RIGHTS OF SUBROGATION AGAINST THE ADMINISTRATIVE AGENT, THE LENDERS, ANY
ISSUING BANK OR THEIR AGENTS OR EMPLOYEES.
IF, HOWEVER, THE INSURANCE POLICIES,
AS A MATTER OF THE INTERNAL POLICY OF SUCH INSURER, DO NOT PROVIDE WAIVER OF
SUBROGATION RIGHTS AGAINST SUCH PARTIES, AS REQUIRED ABOVE, THEN EACH OF
HOLDINGS AND THE BORROWERS, ON BEHALF OF ITSELF AND BEHALF OF