Common use of Maintenance of Property; Leases; Insurance Clause in Contracts

Maintenance of Property; Leases; Insurance. (a) Keep all material Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and Permits necessary for the intended use of any Real Estate, except any such item the loss of which, individually or in the aggregate, could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the Site. (c) Comply with the terms of each lease or other grant of Real Estate, including easement grants, so as to not permit any material uncured default on its part to exist thereunder, except, in each case, where noncompliance therewith could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business or Property of any Loan Party. (d) At all times maintain liability, casualty and other insurance (subject to customary deductibles and retentions) with responsible insurance companies in such amounts and against such risks as is commonly carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which the Borrower and the other Loan Parties operate and, in each case, which is reasonably acceptable in all material respects to the Administrative Agent (in consultation with the Insurance Advisor) from time to time. In addition, the Borrower and each of the other Loan Parties shall obtain such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) as the Administrative Agent (in consultation with the Insurance Advisor) may reasonably request from time to time; provided that such insurance and such amounts are then commonly insured against with respect to similar properties in Las Vegas, and are available on commercially reasonable terms. Notwithstanding anything herein to the contrary, the insurance maintained by the Borrower and the other Loan Parties pursuant to this Section 6.5(d) shall include terrorism insurance and shall not include key-man life insurance; provided that the Borrower and the Loan Parties shall not be required to maintain terrorism insurance at any time, if any (and only for such time), that such insurance is not available on any terms. All material insurance policies shall provide that no cancellation thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof. The Administrative Agent shall be named as an additional insured on all material liability insurance policies of the Borrower and each of the Loan Parties (other than directors and officers liability insurance) and the Collateral Agent shall be named as loss payee on all material property insurance policies of each such person. (e) Deliver to the Administrative Agent on behalf of the Secured Parties, (i) upon request of any Secured Party from time to time, information as to the insurance carried, (ii) forthwith, notice of any cancellation or non-renewal of any material insurance policy of any Loan Party or any material change in coverage of any Loan Party and (iii) promptly after such information is available to any Loan Party, information as to any claim for an amount in excess of $5,000,000 with respect to any property and casualty insurance policy maintained by any such Loan Party.

Appears in 3 contracts

Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

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Maintenance of Property; Leases; Insurance. (a) Keep all material Property and systems useful and necessary in the business of Holdings and its business Restricted Subsidiaries in good working order and condition, ordinary wear and tear excepted. (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and Permits permits necessary or advisable for the intended use of any Real Estate and will not, without the prior written consent of the Administrative Agent, consent to any material public or private restriction as to the use of any Real Estate, except any such item the loss of which, individually or in the aggregate, could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the Site. (c) Comply with the terms of each lease or other grant of Real Estate, including easement grants, Estate so as not to not permit any material uncured tenant default on its part to exist thereunder, except, thereunder (other than any matters being contested in each case, where noncompliance therewith could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business or Property of any Loan Partygood faith by appropriate proceedings). (d) At all times maintain liability, casualty Maintain with financially sound and other insurance (subject to customary deductibles and retentions) with responsible reputable insurance companies insurance on all its Property (including, without limitation, all inventory, equipment and vehicles) in at least such amounts and against at least such risks as is commonly carried are usually insured against in the same general area by responsible companies engaged in the same or a similar businesses business; and owning similar assets in the general areas in which the Borrower and the other Loan Parties operate and, in each case, which is reasonably acceptable in all material respects furnish to the Administrative Agent with copies for each Secured Party, upon written request, full information as to the insurance carried; provided that in any event each of Holdings and its Restricted Subsidiaries will maintain, to the extent obtainable on commercially reasonable terms, (i) property and casualty insurance on all Property on an all risks basis (including the perils of flood and quake, loss by fire, explosion and theft and such other risks and hazards as are covered by a standard extended coverage insurance policy), covering the repair or replacement cost of all such Property and consequential loss coverage for business interruption and extra expense (which shall include construction expenses and such other business interruption expenses as are otherwise generally available to similar businesses), (ii) public liability insurance, and (iii) building law and ordinance coverage in consultation such amount as to address to the satisfaction of the Administrative Agent any increased cost of construction, debris removal and/or demolition expenses incurred as a result of the application of any building law and/or ordinance. All such insurance with respect to each of Holdings and its Restricted Subsidiaries shall be provided by insurers or reinsurers which (x) in the Insurance Advisorcase of United States insurers and reinsurers, have an A.M. Best policyholders rating of not less than A-with respect to primary insurance and B+ with respect to excess insurance and (y) from time to time. In additionin the case of non-United States insurers or reinsurers, the Borrower providers of at least 80% of such insurance have either an ISI policyholders rating of not less than A, an A.M. Best policyholders rating of not less than A-or a surplus of not less than $500,000,000 with respect to primary insurance, and each an ISI policyholders rating of not less than BBB with respect to excess insurance, or, if the other Loan Parties shall obtain relevant insurance is not available from such insurers, such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) insurers as the Administrative Agent (may approve in consultation with the Insurance Advisor) may reasonably request from time to time; provided that such writing. All insurance and such amounts are then commonly insured against with respect to similar properties in Las Vegas, Holdings and are available on commercially reasonable terms. Notwithstanding anything herein to the contrary, the insurance maintained by the Borrower and the other Loan Parties pursuant to this Section 6.5(dits Restricted Subsidiaries shall (i) shall include terrorism insurance and shall not include key-man life insurance; provided that the Borrower and the Loan Parties shall not be required to maintain terrorism insurance at any time, if any (and only for such time), that such insurance is not available on any terms. All material insurance policies shall provide that no cancellation cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof. The , (ii) if reasonably requested by the Administrative Agent, include a breach of warranty clause, (iii) contain a "Replacement Cost Endorsement" with a waiver of depreciation and a waiver of subrogation against any Secured Party, (iv) contain a standard noncontributory mortgagee clause naming the Administrative Agent (and/or such other party as may be designated by the Administrative Agent) as the party to which all payments made by such insurance company shall be named as paid, (v) if requested by the Administrative Agent, contain endorsements providing that neither of the Borrowers or any of their respective Subsidiaries, any Secured Party or any other Person shall be a co-insurer under such insurance policies, and (vi) be reasonably satisfactory in all other respects to the Administrative Agent. Each Secured Party shall be an additional insured on all material liability insurance policies of the Borrower and each of the Loan Parties (other than directors and officers liability insurance) and the Collateral Administrative Agent shall be named as loss payee on all material property and casualty insurance policies of each such personPerson. (e) Deliver to the Administrative Agent on behalf of the Secured Parties, (i) on the Restatement Effective Date, a certificate dated such date showing the amount and types of insurance coverage as of such date, (ii) upon request of any Secured Party from time to time, full information as to the insurance carriedcarried by any of the Loan Parties, (iiiii) promptly following receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage of any of the Loan Parties from that existing on the Restatement Effective Date, (iv) forthwith, notice of any cancellation or non-renewal nonrenewal of any material insurance policy of any Loan Party or any material change in coverage of any of the Loan Party Parties, and (iiiv) promptly after such information is available to any Loan Partyof either of the Borrowers or any of their respective Subsidiaries, full information as to any claim for an amount in excess of $5,000,000 1,000,000 with respect to any property and casualty insurance policy maintained by either of the Borrowers or any of their respective Subsidiaries. (f) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than unrecorded Liens permitted under Section 7.3 that arise by operation of law and other Liens permitted under Section 7.3(f) and (i)) is asserted against a Mortgaged Property, promptly and at its expense, give the Administrative Agent a detailed written notice of such Loan PartyLien and pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner satisfactory to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Regal Entertainment Group), Credit Agreement (Regal Entertainment Group)

Maintenance of Property; Leases; Insurance. (a) Keep all material Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and Permits necessary for the intended use of any Real Estate, except any such item the loss of which, individually or in the aggregate, could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the SiteCasino Land, the Golf Course Land or the Phase II Land. (c) Comply with the terms of each lease or other grant of Real Estate, including easement grants, so as to not permit any material uncured default on its part to exist thereunder, except, in each case, where noncompliance therewith could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business or Property of any Loan Party. (d) At all times maintain liabilityin full force and effect the insurance policies and programs listed on Schedule 6.5(d), casualty which policies and other insurance (programs may be modified from time to time subject to customary deductibles and retentions) with responsible insurance companies in such amounts and against such risks as is commonly carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which the Borrower and the other Loan Parties operate and, in each case, which is reasonably acceptable in all material respects to prior approval of the Administrative Agent (in consultation with the Insurance AdvisorConsultant, which approval shall not be unreasonably withheld, if (i) the insurance policies and programs listed on Schedule 6.5(d) are not then available on commercially reasonable terms and (ii) the resulting coverage is, at the time of the modification, customary for companies engaged in the same or similar business, which are similarly situated, and which have obtained or are then obtaining insurance coverage under similar conditions (including leverage structure) as those then currently applicable to the applicable Loan Party. In the event that, in accordance with the preceding sentence, any Loan Party is, at any time or from time to time. In addition, permitted to deviate from the Borrower insurance policies and each of the other Loan Parties shall obtain programs described in Schedule 6.5(d) and, thereafter, any such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwiserequirement set forth in Schedule 6.5(d) as the Administrative Agent (in consultation with the Insurance Advisor) may reasonably request from time to time; provided that such insurance and such amounts are then commonly insured against with respect to similar properties in Las Vegas, and are becomes available on commercially reasonable terms. Notwithstanding anything herein to the contrary, the insurance maintained by applicable Loan Party, as the Borrower and the other Loan Parties pursuant to this Section 6.5(d) case may be, shall include terrorism insurance and shall not include key-man life insurance; provided that the Borrower and the Loan Parties shall not be required to maintain terrorism insurance at any time, if any (and only for promptly procure coverage satisfying such time), that such insurance is not available on any terms. All material insurance policies shall provide that no cancellation thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof. The Administrative Agent shall be named as an additional insured on all material liability insurance policies of the Borrower and each of the Loan Parties (other than directors and officers liability insurance) and the Collateral Agent shall be named as loss payee on all material property insurance policies of each such personrequirement. (e) Deliver to the Administrative Agent on behalf of the Secured Parties, (i) upon request of any Secured Party from time to time, full information as to the insurance carried, (ii) promptly following receipt thereof, from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the Closing Date, (iii) forthwith, notice of any cancellation or nonrenewal of coverage by any Loan Party, unless such insurance is replaced prior to the cancellation or non-renewal of any material insurance policy of any Loan Party or any material change thereof in coverage of any Loan Party accordance with Schedule 6.5(d), and (iiiiv) promptly after such information is available to any Loan Party, full information as to any claim for an amount in excess of $5,000,000 500,000 with respect to any property and casualty insurance policy maintained by any such Loan Party. (f) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than Liens permitted under Section 7.3) is asserted against a Mortgaged Property, promptly give the Administrative Agent a detailed written notice of such Lien and pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner reasonably satisfactory to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)

Maintenance of Property; Leases; Insurance. (a) Keep all material Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear tear, insured casualty and condemnation excepted. (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and Permits permits necessary or advisable for the intended use of any Real EstateEstate and will not, except without the prior written consent of the Administrative Agent, consent to any such item public or private restriction as to the loss use of which, individually or in the aggregate, any Real Estate which could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the SiteMaterial Adverse Effect. (c) Comply with the terms of each lease or other grant of Real Estate, including easement grantsEstate and each Space Lease, so as not to not permit any material uncured default on its part to exist thereunder, except, in each case, where noncompliance therewith which could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business or Property of any Loan Partyhave a Material Adverse Effect. (d) At Maintain with financially sound and reputable insurance companies insurance on all times maintain liabilityits Property (including, casualty without limitation, all inventory, equipment and other insurance (subject to customary vehicles) in at least such amounts, with such deductibles and retentions) with responsible insurance companies in such amounts and against at least such risks as is commonly carried are usually insured against in the same general area by responsible companies engaged in the same or a similar businesses business; and owning similar assets in the general areas in which the Borrower and the other Loan Parties operate and, in each case, which is reasonably acceptable in all material respects furnish to the Administrative Agent (with copies for each Secured Party, upon written request, full information as to the insurance carried; provided that in consultation with the Insurance Advisor) from time to time. In addition, any event each of the Borrower and its Subsidiaries will maintain (i) property and casualty insurance on all Property on an all risks basis (including the perils of flood and quake, loss by fire, explosion and theft and such other risks and hazards as are covered by a standard extended coverage insurance policy), covering the repair or replacement cost of all such Property and consequential loss coverage for business interruption and extra expense (which shall include construction expenses and such other business interruption expenses as are otherwise generally available to similar businesses), (ii) public liability insurance, and (iii) building law and ordinance coverage in such amount as to address to the satisfaction of the Administrative Agent any increased cost of construction, debris removal and/or demolition expenses incurred as a result of the application of any building law and/or ordinance. All such insurance with respect to each of the other Loan Parties Borrower and its Subsidiaries shall obtain be provided by insurers or reinsurers which (x) in the case of United States insurers and reinsurers, have an A.M. Best policyholders rating of not less than A- with respect to primary insurance and B+ with respect to excess insurance and (y) in the case of non-United States insurers or reinsurers, the providers of at least 80% of such insurance have either an ISI policyholders rating of not less than A, an A.M. Best policyholders rating of not less than A- or a surplus of not less than $500,000,000 with respect to primary insurance, and an ISI policyholders rating of not less than BBB with respect to excess insurance, or, if the relevant insurance is not available from such insurers, such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) insurers as the Administrative Agent (may approve in consultation with the Insurance Advisor) may reasonably request from time to time; provided that such insurance and such amounts are then commonly insured against with respect to similar properties in Las Vegas, and are available on commercially reasonable terms. Notwithstanding anything herein to the contrary, the insurance maintained by the Borrower and the other Loan Parties pursuant to this Section 6.5(d) shall include terrorism insurance and shall not include key-man life insurance; provided that the Borrower and the Loan Parties shall not be required to maintain terrorism insurance at any time, if any (and only for such time), that such insurance is not available on any termswriting. All material insurance policies shall (i) provide that no cancellation cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof. The , (ii) if reasonably requested by the Administrative Agent, include a breach of warranty clause, (iii) contain a "Replacement Cost Endorsement" with a waiver of depreciation and a waiver of subrogation against any Secured Party, (iv) contain a standard noncontributory mortgagee clause naming the Administrative Agent (and/or such other party as may be designated by the Administrative Agent) as the party to which all payments made by such insurance company shall be paid, (v) if requested by the Administrative Agent, contain endorsements providing that none of the Borrower or any of its Subsidiaries, any Secured Party or any other Person shall be a co-insurer under such insurance policies, and (vi) be reasonably satisfactory in all other respects to the Administrative Agent. Each Secured Party shall be named as an additional insured on all material liability insurance policies of each of the Borrower and each of the Loan Parties (other than directors and officers liability insurance) its Subsidiaries and the Collateral Administrative Agent shall be named as loss payee on all material property and casualty insurance policies of each such personPerson. (e) Deliver to the Administrative Agent on behalf of the Secured Parties, (i) on the Restatement Effective Date, a certificate dated such date showing the amount and types of insurance coverage as of such date, (ii) upon request of any Secured Party from time to time, full information as to the insurance carried, (iiiii) promptly following receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the Restatement Effective Date, (iv) forthwith, notice of any cancellation or non-renewal nonrenewal of coverage by any material insurance policy of any Loan Party the Borrower or any material change in coverage of any Loan Party its Subsidiaries, and (iiiv) promptly after such information is available to any Loan Partyof the Borrower or any of its Subsidiaries, full information as to any claim for an amount in excess of $5,000,000 with respect to any property and casualty insurance policy maintained by any of the Borrower or its Subsidiaries. (f) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than Permitted Liens) is asserted against a Mortgaged Property, promptly and at its expense, give the Administrative Agent a detailed written notice of such Loan PartyLien and pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Corrections Corp of America)

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Maintenance of Property; Leases; Insurance. (a) Keep all material Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and Permits permits necessary or advisable for the intended use of any Real Estate and will not, without the prior written consent of the Administrative Agent, consent to any public or private restriction as to the use of any Real Estate, except any such item the loss of which, individually or in the aggregate, could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the Site. (c) Comply with the terms of each lease or other grant in respect of Real Estate, including easement grants, Oil and Gas Properties so as to not permit any material uncured default on its part to exist thereunderin respect of such lease, except, in each case, where noncompliance therewith except such defaults that could not be reasonably be expected to materially and adversely affect or interfere with the Permitted Business or Property of any Loan Partyhave a Material Adverse Effect. (d) At all times maintain liability, casualty Maintain with financially sound and other insurance (subject to customary deductibles and retentions) with responsible reputable insurance companies insurance on all its Property (including, without limitation, all inventory, equipment and vehicles) in at least such amounts and against at least such risks as is commonly carried are usually insured against in the same general area by responsible companies engaged in the same or a similar businesses business; and owning similar assets furnish to the Administrative Agent with copies for each Secured Party, upon written request, full information as to the insurance carried; provided that in the general areas in which any event each of Holdings, the Borrower and the Borrower's Subsidiaries will maintain, to the extent obtainable on commercially reasonable terms, (i) property insurance on an all risks basis (including the perils of flood and quake, loss by fire, explosion and theft and such other Loan Parties operate andrisks and hazards as are covered by an all risk policy), in each casecovering the repair or replacement cost, business interruption and extra expense (which is reasonably acceptable in all material respects shall include reconstruction costs and business interruption losses as are otherwise generally available to similar businesses), and (ii) public liability insurance, such property insurance shall include to the satisfaction of the Administrative Agent (in consultation coverage for the increased cost of construction, debris removal and/or demolition expenses incurred as a result of the application of any building law and/or ordinance. All such insurance with the Insurance Advisor) from time respect to time. In additioneach of Holdings, the Borrower and each the Borrower's Subsidiaries shall be provided by insurers or re-insurers which (x) in the case of United States insurers and re-insurers, have an A.M. Best rating of not less than A- with respect to primary insurance and B+ with respect to excess insurance and (y) in the other Loan Parties shall obtain case of non-United States insurers or re-insurers, the providers of at least 80% of such insurance have either an ISI policyholders rating of not less than A, an A.M. Best rating of not less than A- or a surplus of not less than $500,000,000 with respect to primary insurance, and an ISI policyholders rating of not less than BBB or an A.M. Best rating of not less than B+ with respect to excess insurance, or such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) insurers as the Administrative Agent may approve in writing. To the extent obtainable from the Borrower's and its Subsidiaries' insurers, all insurance shall (in consultation with the Insurance Advisori) may reasonably request from time to time; provided that such insurance and such amounts are then commonly insured against with respect to similar properties in Las Vegas, and are available on commercially reasonable terms. Notwithstanding anything herein to the contrary, the insurance maintained by the Borrower and the other Loan Parties pursuant to this Section 6.5(d) shall include terrorism insurance and shall not include key-man life insurance; provided that the Borrower and the Loan Parties shall not be required to maintain terrorism insurance at any time, if any (and only for such time), that such insurance is not available on any terms. All material insurance policies shall provide that no cancellation cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof. The , (ii) contain a waiver of subrogation against any Secured Party, (iii) contain a standard noncontributory mortgagee clause naming the Administrative Agent (and/or such other party as may be designated by the Administrative Agent) as the party to which all payments made by such property insurance company shall be paid, (iv) if requested by the Administrative Agent, provide that none of Holdings, the Borrower or any of the Borrower's Subsidiaries, any Secured Party or any other Person shall be a co-insurer under such insurance policies, and (v) be reasonably satisfactory in all other respects to the Administrative Agent. Each Secured Party shall be named as an additional insured on all material liability insurance policies of each of Holdings, the Borrower and each of the Loan Parties (other than directors and officers liability insurance) Borrower's Subsidiaries and the Collateral Administrative Agent shall be named as loss payee on all material property insurance policies of each such personPerson. (e) Deliver to the Administrative Agent on behalf of the Secured Parties, (i) on the Closing Date, a certificate dated such date showing the amount and types of insurance coverage as of such date, (ii) upon request of any Secured Party from time to time, full information as to the insurance carried, (iiiii) promptly following receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the Closing Date, (iv) forthwith, notice of any cancellation or non-renewal of coverage by any material insurance policy of any Loan Party Holdings, the Borrower or any material change in coverage of any Loan Party the Borrower's Subsidiaries and (iiiv) promptly after such information is available to any Loan Partyof Holdings, the Borrower or any of the Borrower's Subsidiaries, full information as to any claim for an amount in excess of $5,000,000 1,000,000 with respect to any property and casualty insurance policy maintained by any of Holdings, the Borrower or the Borrower's Subsidiaries. (f) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than unrecorded Liens permitted under Section 7.3 that arise by operation of law and other Liens permitted under Section 7.3(f)) is asserted against a Mortgaged Property, promptly and at its expense, give the Administrative Agent a detailed written notice of such Loan PartyLien and pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Williams Companies Inc)

Maintenance of Property; Leases; Insurance. (a) Keep all material Property and systems useful and necessary in the business of Holdings and its business Restricted Subsidiaries in good working order and condition, ordinary wear and tear excepted. (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and Permits permits necessary or advisable for the intended use of any Real Estate and will not, without the prior written consent of the Administrative Agent, consent to any material public or private restriction as to the use of any Real Estate, except any such item the loss of which, individually or in the aggregate, could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the Site. (c) Comply with the terms of each lease or other grant of Real Estate, including easement grants, Estate so as not to not permit any material uncured tenant default on its part to exist thereunder, except, thereunder (other than any matters being contested in each case, where noncompliance therewith could not reasonably be expected to materially and adversely affect or interfere with the Permitted Business or Property of any Loan Partygood faith by appropriate proceedings). (d) At all times maintain liability, casualty Maintain with financially sound and other insurance (subject to customary deductibles and retentions) with responsible reputable insurance companies insurance on all its Property (including, without limitation, all inventory, equipment and vehicles) in at least such amounts and against at least such risks as is commonly carried are usually insured against in the same general area by responsible companies engaged in the same or a similar businesses business; and owning similar assets in the general areas in which the Borrower and the other Loan Parties operate and, in each case, which is reasonably acceptable in all material respects furnish to the Administrative Agent with copies for each Secured Party, upon written request, full information as to the insurance carried; provided that in any event each of Holdings and its Restricted Subsidiaries will maintain, to the extent obtainable on commercially reasonable terms, (i) property and casualty insurance on all Property on an all risks basis (including the perils of flood and quake, loss by fire, explosion and theft and such other risks and hazards as are covered by a standard extended coverage insurance policy), covering the repair or replacement cost of all such Property and consequential loss coverage for business interruption and extra expense (which shall include construction expenses and such other business interruption expenses as are otherwise generally available to similar businesses), (ii) public liability insurance, and (iii) building law and ordinance coverage in consultation such amount as to address to the satisfaction of the Administrative Agent any increased cost of construction, debris removal and/or demolition expenses incurred as a result of the application of any building law and/or ordinance. All such insurance with respect to each of Holdings and its Restricted Subsidiaries shall be provided by insurers or reinsurers which (x) in the Insurance Advisorcase of United States insurers and reinsurers, have an A.M. Best policyholders rating of not less than A- with respect to primary insurance and B+ with respect to excess insurance and (y) from time to time. In additionin the case of non-United States insurers or reinsurers, the Borrower providers of at least 80% of such insurance have either an ISI policyholders rating of not less than A, an A.M. Best policyholders rating of not less than A- or a surplus of not less than $500,000,000 with respect to primary insurance, and each an ISI policyholders rating of not less than BBB with respect to excess insurance, or, if the other Loan Parties shall obtain relevant insurance is not available from such insurers, such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) insurers as the Administrative Agent (may approve in consultation with the Insurance Advisor) may reasonably request from time to time; provided that such writing. All insurance and such amounts are then commonly insured against with respect to similar properties in Las Vegas, Holdings and are available on commercially reasonable terms. Notwithstanding anything herein to the contrary, the insurance maintained by the Borrower and the other Loan Parties pursuant to this Section 6.5(dits Restricted Subsidiaries shall (i) shall include terrorism insurance and shall not include key-man life insurance; provided that the Borrower and the Loan Parties shall not be required to maintain terrorism insurance at any time, if any (and only for such time), that such insurance is not available on any terms. All material insurance policies shall provide that no cancellation cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof. The , (ii) if reasonably requested by the Administrative Agent, include a breach of warranty clause, (iii) contain a "Replacement Cost Endorsement" with a waiver of depreciation and a waiver of subrogation against any Secured Party, (iv) contain a standard noncontributory mortgagee clause naming the Administrative Agent (and/or such other party as may be designated by the Administrative Agent) as the party to which all payments made by such insurance company shall be named as paid, (v) if requested by the Administrative Agent, contain endorsements providing that neither of the Borrowers or any of their respective Subsidiaries, any Secured Party or any other Person shall be a co-insurer under such insurance policies, and (vi) be reasonably satisfactory in all other respects to the Administrative Agent. Each Secured Party shall be an additional insured on all material liability insurance policies of the Borrower and each of the Loan Parties (other than directors and officers liability insurance) and the Collateral Administrative Agent shall be named as loss payee on all material property and casualty insurance policies of each such personPerson. (e) Deliver to the Administrative Agent on behalf of the Secured Parties, (i) on the Restatement Effective Date, a certificate dated such date showing the amount and types of insurance coverage as of such date, (ii) upon request of any Secured Party from time to time, full information as to the insurance carriedcarried by any of the Loan Parties, (iiiii) promptly following receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage of any of the Loan Parties from that existing on the Restatement Effective Date, (iv) forthwith, notice of any cancellation or non-renewal nonrenewal of any material insurance policy of any Loan Party or any material change in coverage of any of the Loan Party Parties, and (iiiv) promptly after such information is available to any Loan Partyof either of the Borrowers or any of their respective Subsidiaries, full information as to any claim for an amount in excess of $5,000,000 1,000,000 with respect to any property and casualty insurance policy maintained by either of the Borrowers or any of their respective Subsidiaries. (f) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than unrecorded Liens permitted under Section 7.3 that arise by operation of law and other Liens permitted under Section 7.3(f) and (i)) is asserted against a Mortgaged Property, promptly and at its expense, give the Administrative Agent a detailed written notice of such Loan PartyLien and pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Regal Cinemas Corp)

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