AS AN "ADDITIONAL INSURED" IF SUCH POLICY IS A
LIABILITY POLICY, (II) NAME THE ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF
SECURED PARTIES AS "LOSS PAYEE" IF SUCH POLICY IS A PROPERTY AND/OR EQUIPMENT
POLICY, (III) PROVIDE THAT THE BORROWERS' INSURER, BROKER OR AGENT WILL ENDEAVOR
TO NOTIFY THE ADMINISTRATIVE AGENT IN WRITING OF ANY PROPOSED CANCELLATION OR
MATERIAL CHANGE OF SUCH POLICY INITIATED BY THE BORROWERS' INSURER, AT LEAST
THIRTY (30) DAYS IN ADVANCE PRIOR TO ANY PROPOSED CANCELLATION OR MATERIAL
CHANGE IN RISK, (IV) CONTAIN A WAIVER OF SUBROGATION IN FAVOR OF THE
ADMINISTRATIVE AGENT FOR ITSELF AND ON BEHALF OF SECURED PARTIES, (V) CONTAIN A
LENDER'S LOSS PAYEE ENDORSEMENT, OR LANGUAGE COMPARABLE THERETO, WHICH IS
SATISFACTORY TO THE ADMINISTRATIVE AGENT, (VI) IN THE CASE OF COMMERCIAL GENERAL
LIABILITY INSURANCE, CONTAIN A SEPARATION OF INSUREDS CLAUSE, AND (VII) IN THE
CASE OF COMMERCIAL GENERAL LIABILITY INSURANCE, PROVIDE THAT THE INSURANCE SHALL
BE PRIMARY AND WITHOUT RIGHT OF CONTRIBUTION FROM ANY OTHER INSURANCE WHICH MAY
BE AVAILABLE TO THE ADMINISTRATIVE AGENT AND SECURED PARTIES;
(C)
EVIDENCE OF INSURANCE.
FROM TIME TO TIME, AT THE REASONABLE REQUEST
OF THE ADMINISTRATIVE AGENT, THE BORROWERS SHALL FURNISH OR CAUSE TO BE
FURNISHED A CERTIFICATE OF INSURANCE (I) EVIDENCING THAT ALL THE COVERAGES
LISTED IN THIS SECTION 6.07 CONTINUE TO BE IN FULL FORCE AND EFFECT,
(II) SPECIFYING THE INSURERS WITH WHOM THE INSURANCES ARE CARRIED,
(III) SPECIFYING THE DEDUCTIBLES FOR SUCH COVERAGES, WHICH DEDUCTIBLES SHALL
MEET THE REQUIREMENTS OF THIS SECTION 6.07 OR SHALL OTHERWISE BE
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ACCEPTABLE TO ADMINISTRATIVE AGENT, AND (IV) CONTAINING SUCH OTHER
CERTIFICATIONS AND UNDERTAKINGS AS ARE CUSTOMARILY PROVIDED TO LENDERS, AS
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
(D)
ADMINISTRATIVE AGENT MAY OBTAIN INSURANCE.
IN THE EVENT THAT THE
BORROWERS SHALL DEFAULT IN THE PERFORMANCE OF THEIR OBLIGATIONS UNDER THIS
SECTION 6.07, THE ADMINISTRATIVE AGENT MAY, AT ITS OPTION AND PROVIDING PRIOR
WRITTEN NOTICE TO THE BORROWER REPRESENTATIVE, EFFECT SUCH INSURANCE COVERAGE
WITH AN INSURER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ADD THE
PREMIUM(S) PAID THEREFOR TO THE PRINCIPAL AMOUNT OF THE OBLIGATIONS INCURRED
PURSUANT HERETO, AND THE AMOUNT OF SUCH PREMIUM SHALL BE PAYABLE BY THE
BORROWERS ON DEMAND WITH INTEREST THEREON AT THE HIGHEST RATE PAYABLE HEREUNDER.
SECTION 6.08
COMPLIANCE WITH LAWS. EXCEPT AS SET FORTH IN
SCHEDULE 6.08 HEREOF, COMPLY WITH THE REQUIREMENTS OF ALL LAWS AND GOVERNMENTAL
APPROVALS APPLICABLE TO IT (INCLUDING ENVIRONMENTAL LAWS AND ALL APPLICABLE
RULES AND REGULATIONS OF THE U.S POSTAL SERVICE) AND ALL ORDERS, WRITS,
INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO ITS BUSINESS OR PROPERTY, EXCEPT
IN SUCH INSTANCES IN WHICH SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR
DECREE IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED WITH APPROPRIATE RESERVES POSTED OR THE FAILURE TO COMPLY WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. EXCEPT AS SET FORTH IN
SCHEDULE 6.08 HEREOF, EACH LOAN PARTY SHALL, AND SHALL CAUSE EACH OF ITS
DOMESTIC SUBSIDIARIES TO, DULY AND