SHALL APPLY
ANY PROCEEDS RECEIVED FROM ANY POLICIES OF INSURANCE RELATING TO ANY COLLATERAL
TO THE OBLIGATIONS AS SET FORTH IN SUBSECTION 2.5.
IN THE EVENT BORROWER FAILS
TO PROVIDE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS
AGREEMENT, AGENT MAY, BUT IS NOT REQUIRED TO, PURCHASE INSURANCE AT BORROWER'S
EXPENSE TO PROTECT AGENT'S AND THE LENDER'S INTERESTS IN THE COLLATERAL.
THIS
INSURANCE MAY, BUT NEED NOT, PROTECT OBLIGORS' INTERESTS.
THE COVERAGE
PURCHASED BY AGENT MAY NOT PAY ANY CLAIM MADE BY ANY OBLIGOR OR ANY CLAIM THAT
IS MADE AGAINST ANY OBLIGOR IN CONNECTION WITH THE COLLATERAL.
BORROWER MAY
LATER CANCEL ANY INSURANCE PURCHASED BY AGENT, BUT ONLY AFTER PROVIDING AGENT
WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS
AGREEMENT.
IF AGENT PURCHASES INSURANCE FOR THE COLLATERAL, BORROWER WILL BE
RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST THEREON AND
OTHER CHARGES IMPOSED ON AGENT IN CONNECTION WITH THE PLACEMENT OF THE
INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
INSURANCE, AND SUCH COSTS MAY BE ADDED TO THE OBLIGATIONS.
THE COSTS OF THE
INSURANCE MAY BE MORE THAN THE COST OF INSURANCE ANY OBLIGOR IS ABLE TO OBTAIN
ON ITS OWN.
4.18
COMPLIANCE WITH LAWS.
NEITHER BORROWER NOR ANY
OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY LAW, ORDINANCE, RULE, REGULATION,
ORDER, POLICY, GUIDELINE OR OTHER REQUIREMENT OF ANY DOMESTIC OR FOREIGN
GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF, HAVING JURISDICTION OVER
THE CONDUCT OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES, INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL LAW, WHICH VIOLATION WOULD SUBJECT
BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS TO
CRIMINAL LIABILITY OR HAVE A MATERIAL ADVERSE EFFECT AND NO SUCH VIOLATION WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT HAS BEEN ALLEGED.
4.19
BANK ACCOUNTS.
SCHEDULE 4.19 SETS FORTH THE
ACCOUNT NUMBERS AND LOCATIONS OF ALL BANK ACCOUNTS OF BORROWER AND ITS
SUBSIDIARIES.
NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES SHALL ESTABLISH ANY
NEW BANK ACCOUNTS, OR AMEND OR TERMINATE ANY BLOCKED ACCOUNT OR LOCKBOX
AGREEMENT WITHOUT AGENT'S PRIOR WRITTEN CONSENT.
4.20
EMPLOYEE MATTERS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.20, (A) NO LOAN PARTY NOR ANY OF SUCH LOAN PARTY'S EMPLOYEES IS
SUBJECT TO ANY COLLECTIVE BARGAINING AGREEMENT, (B) NO PETITION FOR
CERTIFICATION OR UNION ELECTION IS PENDING WITH RESPECT TO THE EMPLOYEES OF ANY
LOAN PARTY AND NO UNION OR COLLECTIVE BARGAINING UNIT HAS SOUGHT SUCH
CERTIFICATION OR RECOGNITION WITH RESPECT TO THE EMPLOYEES OF ANY LOAN PARTY AND
(C) THERE ARE NO STRIKES, SLOWDOWNS, WORK STOPPAGES OR CONTROVERSIES PENDING OR,
TO THE BEST KNOWLEDGE OF ANY OBLIGOR AFTER DUE INQUIRY, THREATENED BETWEEN ANY
LOAN PARTY AND ITS RESPECTIVE EMPLOYEES, OTHER THAN EMPLOYEE GRIEVANCES ARISING
IN THE ORDINARY COURSE OF BUSINESS, WHICH COULD REASONABLY BE EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
EXCEPT AS
SET FORTH ON SCHEDULE 4.20, AS OF THE CLOSING DATE NONE OF THE LOAN PARTIES IS