INSURANCE BROKER DATED ON OR ABOUT SUCH DATE SHOWING
THE AMOUNT OF COVERAGE AS OF SUCH DATE, AND THAT SUCH POLICIES WILL INCLUDE
EFFECTIVE WAIVERS (WHETHER UNDER THE TERMS OF ANY SUCH POLICY OR OTHERWISE) BY
THE INSURER OF ALL CLAIMS FOR INSURANCE PREMIUMS AGAINST ALL LOSS PAYEES AND
ADDITIONAL INSUREDS AND ALL RIGHTS OF SUBROGATION AGAINST ALL LOSS PAYEES AND
ADDITIONAL INSUREDS, AND THAT IF ALL OR ANY PART OF SUCH POLICY IS CANCELED,
TERMINATED OR EXPIRES, THE INSURER WILL FORTHWITH GIVE NOTICE THEREOF TO EACH
ADDITIONAL
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INSURED, ASSIGNEE AND LOSS PAYEE AND THAT NO CANCELLATION, REDUCTION IN AMOUNT
OR MATERIAL CHANGE IN COVERAGE THEREOF SHALL BE EFFECTIVE UNTIL AT LEAST THIRTY
(30) DAYS AFTER RECEIPT BY EACH ADDITIONAL INSURED, ASSIGNEE AND LOSS PAYEE OF
WRITTEN NOTICE THEREOF, (II) UPON THE REQUEST OF ANY LENDER THROUGH
ADMINISTRATIVE AGENT FROM TIME TO TIME FULL INFORMATION AS TO THE INSURANCE
CARRIED, (III) WITHIN FIVE (5) 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 ANY BORROWER.
(D)
IN THE EVENT ANY BORROWER FAILS TO PROVIDE
ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS
AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT BORROWERS' EXPENSE TO
PROTECT ADMINISTRATIVE AGENT'S INTERESTS IN THE COLLATERAL.
THIS INSURANCE MAY,
BUT NEED NOT, PROTECT ANY BORROWER'S INTERESTS.
THE COVERAGE PURCHASED BY
ADMINISTRATIVE AGENT MAY NOT PAY ANY CLAIM MADE BY ANY BORROWER OR ANY CLAIM
THAT IS MADE AGAINST ANY BORROWER IN CONNECTION WITH THE COLLATERAL.
THE
APPLICABLE BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE
AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT SUCH
BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT.
IF
ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, TO THE FULLEST
EXTENT PROVIDED BY LAW BORROWERS WILL BE RESPONSIBLE FOR THE COSTS OF THAT
INSURANCE, 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 EACH BORROWER IS ABLE TO OBTAIN ON ITS OWN.
SECTION 4.5
COMPLIANCE WITH LAWS.
Each Borrower will comply, and cause each Subsidiary 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.
SECTION 4.6
INSPECTION OF PROPERTY, BOOKS
AND RECORDS.
Each Borrower will keep, and will cause each Subsidiary to keep, proper books of
record and account in accordance with GAAP in which full, true and correct
entries in all material respects shall be