INSURANCE COVERAGE. ON OR PRIOR TO THE CLOSING DATE,
AND AT ALL TIMES THEREAFTER, 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 SUBSTANCE REASONABLY ACCEPTABLE TO ADMINISTRATIVE
AGENT. BORROWER WILL DELIVER TO ADMINISTRATIVE AGENT AND LENDERS (I) ON THE
CLOSING DATE, A CERTIFICATE FROM BORROWER'S INSURANCE BROKER DATED SUCH DATE
SHOWING THE AMOUNT OF COVERAGE AS OF SUCH DATE, AND THAT SUCH POLICIES WILL
INCLUDE EFFECTIVE WAIVERS OF APPLICABLE RIGHTS OF SUBROGATION AGAINST LOSS
PAYEES AND ADDITIONAL INSUREDS, AND THAT IF ALL OR ANY PART OF SUCH POLICY IS
CANCELED, TERMINATED OR EXPIRES, THE INSURER WILL ENDEAVOR TO GIVE NOTICE
THEREOF TO EACH ADDITIONAL INSURED, ASSIGNEE AND LOSS PAYEE AT LEAST THIRTY (30)
DAYS PRIOR THERETO, (II) ON AN ANNUAL BASIS, AND UPON THE REQUEST OF ANY LENDER
THROUGH ADMINISTRATIVE AGENT FROM TIME TO TIME FULL INFORMATION AS TO THE
INSURANCE CARRIED, (III) WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF NOTICE FROM
ANY INSURER, A COPY OF ANY NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL CHANGE
IN COVERAGE FROM THAT EXISTING ON THE DATE OF THIS AGREEMENT AND (IV) FORTHWITH,
NOTICE OF ANY CANCELLATION OR NONRENEWAL OF COVERAGE BY BORROWER.
(C)
RIGHT TO PURCHASE INSURANCE. DURING THE EXISTENCE OF AN EVENT OF
DEFAULT, IN THE EVENT BORROWER FAILS TO PROVIDE ADMINISTRATIVE AGENT WITH
EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT WITHIN THREE (3)
BUSINESS DAYS AFTER REQUEST THEREFOR, ADMINISTRATIVE AGENT MAY PURCHASE
INSURANCE AT BORROWER'S EXPENSE TO PROTECT ADMINISTRATIVE AGENT'S INTERESTS IN
THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER'S INTERESTS.
THE COVERAGE PURCHASED BY ADMINISTRATIVE AGENT MAY NOT PAY ANY CLAIM MADE BY
BORROWER OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE
COLLATERAL. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE
AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER
HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT
PURCHASES INSURANCE FOR THE COLLATERAL, BORROWER WILL BE RESPONSIBLE FOR THE
COSTS OF THAT INSURANCE TO THE FULLEST EXTENT PROVIDED BY LAW INCLUDING INTEREST
AND OTHER CHARGES IMPOSED BY ADMINISTRATIVE AGENT IN CONNECTION 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
OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE
BORROWER IS ABLE TO OBTAIN ON ITS OWN.
50
SECTION 4.5
COMPLIANCE WITH LAWS.
Borrower will comply, and cause each other Credit Party to comply, with the
requirements of all applicable Laws, except to the extent that failure to so
comply could not reasonably be expected to have a Material Adverse Effect or
result in any Lien upon a material portion of the assets of any such Person in
favor of any Governmental Authority.