warrants that it (i) is in
compliance and each of its Subsidiaries is in compliance with the requirements
of all applicable laws, rules, regulations and orders of any Governmental
Authority and the obligations, covenants and conditions contained in all
Contractual Obligations other than those laws, rules, regulations, orders and
provisions of such Contractual Obligations the noncompliance with which could
not be reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect, and (ii) maintains and each of its Subsidiaries
maintains all licenses, qualifications and permits referred to above, other than
those licenses, qualifications and permits without which could not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect.
2.2
INSURANCE; DAMAGE TO OR DESTRUCTION OF
COLLATERAL.
(A)
BORROWER AND ITS DOMESTIC SUBSIDIARIES
SHALL, AT THEIR SOLE COST AND EXPENSE, MAINTAIN THE POLICIES OF INSURANCE
DESCRIBED ON SCHEDULE 5.18 AS IN EFFECT ON THE DATE HEREOF OR OTHERWISE IN FORM
AND AMOUNTS AND WITH INSURERS REASONABLY ACCEPTABLE TO AGENT.
SUCH POLICIES OF
INSURANCE (OR THE LOSS PAYABLE AND ADDITIONAL INSURED ENDORSEMENTS DELIVERED TO
AGENT) SHALL CONTAIN PROVISIONS PURSUANT TO WHICH THE INSURER AGREES TO PROVIDE
THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO AGENT IN THE EVENT OF ANY NON-RENEWAL,
CANCELLATION OR AMENDMENT OF ANY SUCH INSURANCE POLICY.
IF BORROWER OR ANY OF
ITS DOMESTIC SUBSIDIARIES AT ANY TIME OR TIMES HEREAFTER SHALL FAIL TO OBTAIN OR
MAINTAIN ANY OF THE POLICIES OF INSURANCE REQUIRED ABOVE OR TO PAY ALL PREMIUMS
RELATING THERETO, AGENT MAY AT ANY TIME OR TIMES THEREAFTER OBTAIN AND MAINTAIN
SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUMS AND TAKE ANY OTHER ACTION WITH
RESPECT THERETO THAT AGENT DEEMS ADVISABLE.
AGENT SHALL HAVE NO OBLIGATION TO
OBTAIN INSURANCE FOR ANY CREDIT PARTY OR PAY ANY PREMIUMS THEREFOR.
BY DOING
SO, AGENT SHALL NOT BE DEEMED TO HAVE WAIVED ANY DEFAULT OR EVENT OF DEFAULT
ARISING FROM BORROWER'S OR ANY DOMESTIC SUBSIDIARY'S FAILURE TO MAINTAIN SUCH
INSURANCE OR PAY ANY PREMIUMS THEREFOR.
ALL SUMS SO DISBURSED, INCLUDING
REASONABLE ATTORNEYS' FEES, COURT COSTS AND OTHER CHARGES RELATED THERETO, SHALL
BE PAYABLE ON DEMAND BY BORROWER TO AGENT AND SHALL BE ADDITIONAL OBLIGATIONS
HEREUNDER SECURED BY THE COLLATERAL.
23
(B)
BORROWER SHALL DELIVER TO AGENT, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT, ENDORSEMENTS TO (I) ALL "ALL RISK"
AND BUSINESS INTERRUPTION INSURANCE NAMING AGENT, ON BEHALF OF ITSELF AND
LENDERS, AS LOSS PAYEE, AND (II) ALL GENERAL LIABILITY AND OTHER LIABILITY
POLICIES (EXCLUDING DIRECTOR'S AND OFFICER'S INSURANCE) NAMING AGENT, ON BEHALF
OF ITSELF AND LENDERS, AS ADDITIONAL INSURED.
BORROWER IRREVOCABLY MAKES,
CONSTITUTES AND APPOINTS AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED
BY AGENT), SO LONG AS ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR THE ANTICIPATED INSURANCE PROCEEDS EXCEED $1,000,000, AS
BORROWER'S TRUE AND LAWFUL AGENT AND ATTORNEY-IN-FACT FOR THE PURPOSE OF MAKING,
SETTLING AND ADJUSTING CLAIMS OF BORROWER AND ITS DOMESTIC SUBSIDIARIES UNDER
SUCH "ALL RISK" POLICIES OF INSURANCE, ENDORSING THE NAME OF