THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT HEREUNDER, BORROWER IRREVOCABLY, APPOINTS
ADMINISTRATIVE AGENT AS BORROWER'S TRUE AND LAWFUL ATTORNEY (AND AGENT-IN FACT)
FOR THE PURPOSE OF MAKING, SETTLING AND ADJUSTING CLAIMS UNDER SUCH POLICIES,
ENDORSING THE NAME OF BORROWER ON ANY CHECK, DRAFT, INSTRUMENT OR OTHER ITEM OF
PAYMENT FOR THE PROCEEDS OF SUCH POLICIES AND FOR MAKING ALL DETERMINATIONS AND
DECISIONS WITH RESPECT TO SUCH POLICIES.
(H)
ADMINISTRATIVE AGENT SHALL BE NAMED AS AN
ADDITIONAL INSURED WITH RESPECT TO THE COMMERCIAL GENERAL LIABILITY AND EXCESS
OR UMBRELLA LIABILITY.
32
ANY OBLIGATION IMPOSED UPON BORROWER, INCLUDING BUT NOT LIMITED TO THE
OBLIGATION TO PAY PREMIUMS AND/OR COVERAGE DEDUCTIBLES, SHALL BE THE SOLE
OBLIGATION OF BORROWER AND NOT AN OBLIGATION OF ADMINISTRATIVE AGENT.
(III)
CERTIFICATIONS.
ON THE CLOSING DATE WITH
RESPECT TO THE COLLATERAL HEREUNDER AS OF SUCH DATE, AND AT EACH POLICY RENEWAL,
BUT NOT LESS THAN ANNUALLY WITH RESPECT TO ALL COLLATERAL, BORROWER SHALL
PROVIDE TO ADMINISTRATIVE AGENT AN ACORD 27 - EVIDENCE OF PROPERTY INSURANCE AND
LOSS PAYABLE ENDORSEMENTS FOR SUCH PROPERTY POLICY, AND AN ACORD 25 CERTIFICATE
OF LIABILITY INSURANCE FOR GENERAL LIABILITY, WORKERS' COMPENSATION, AUTOMOBILE
LIABILITY, UMBRELLA OR EXCESS LIABILITY POLICIES.
ALL CERTIFICATES SHALL
IDENTIFY THE INSURANCE CARRIERS, THE TYPE OF INSURANCE, THE LIMITS, DEDUCTIBLES,
AND TERMS THEREOF AND SHALL SPECIFICALLY LIST THE SPECIAL PROVISIONS DELINEATED
FOR SUCH INSURANCE REQUIRED BY THIS SECTION.
BORROWER SHALL FURNISH TO
ADMINISTRATIVE AGENT A CERTIFICATE SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF
THE INSURER, SHOWING THE INSURANCE THEN MAINTAINED BY OR ON BEHALF OF BORROWER
PURSUANT TO THIS SECTION AND STATING THAT SUCH INSURANCE COMPLIES WITH THE TERMS
HEREOF, TOGETHER WITH EVIDENCE OF PAYMENT OF PREMIUMS.
(IV)
FORCED PLACEMENT.
IN THE EVENT THAT AT ANY
TIME THE INSURANCE REQUIRED BY THIS SECTION SHALL BE REDUCED OR CEASE TO BE
MAINTAINED, THEN (WITHOUT LIMITING THE RIGHTS OF ADMINISTRATIVE AGENT HEREUNDER
IN RESPECT OF THE DEFAULT WHICH ARISES AS A RESULT OF SUCH FAILURE)
ADMINISTRATIVE AGENT MAY AT ITS OPTION, MAINTAIN THE INSURANCE REQUIRED HEREBY
IN SUCH EVENT.
BORROWER SHALL REIMBURSE ADMINISTRATIVE AGENT UPON DEMAND FOR
THE COST THEREOF WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE DEFAULT
RATE, BUT IN NO EVENT SHALL THE RATE OF INTEREST EXCEED THE MAXIMUM RATE
PERMITTED BY LAW.
(H)
USE.
BORROWER AGREES THAT THE TANGIBLE
COLLATERAL WILL BE USED BY BORROWER SOLELY IN THE CONDUCT OF ITS BUSINESS AND IN
A MANNER COMPLYING IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND ANY
APPLICABLE INSURANCE POLICIES.
ALL TANGIBLE COLLATERAL SHALL AT ALL TIMES
REMAIN PERSONAL PROPERTY OF BORROWER REGARDLESS OF THE DEGREE OF ITS ANNEXATION
TO ANY REAL PROPERTY AND SHALL NOT BY REASON OF ANY INSTALLATION IN, OR
AFFIXATION TO, REAL OR PERSONAL PROPERTY BECOME A PART THEREOF.
BORROWER SHALL
OBTAIN AND DELIVER TO ADMINISTRATIVE AGENT FROM ANY PERSON HAVING AN INTEREST IN
PROPERTY WHERE THE TANGIBLE COLLATERAL IS TO BE STORED FOR FORTY-FIVE (45) DAYS
OR MORE (EXCLUDING, HOWEVER, PRINCIPAL JOB SITES AND PROPERTY ON