BUSINESS AND PROPERTIES AND THE BUSINESS AND PROPERTIES OF
ITS SUBSIDIARIES AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY CARRIED OR
MAINTAINED BY CORPORATIONS OF ESTABLISHED REPUTATION ENGAGED IN SIMILAR
BUSINESSES AND IN AMOUNTS REASONABLY ACCEPTABLE TO AGENT AND WILL DELIVER
EVIDENCE THEREOF TO AGENT.
HOLDINGS AND BORROWER SHALL CAUSE AGENT, PURSUANT TO
ENDORSEMENTS AND/OR ASSIGNMENTS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
AGENT, TO BE NAMED AS LENDER'S LOSS PAYEE IN THE CASE OF CASUALTY INSURANCE,
ADDITIONAL INSURED IN THE CASE OF ALL LIABILITY INSURANCE AND ASSIGNEE IN THE
CASE OF ALL BUSINESS INTERRUPTION INSURANCE, IF ANY, IN EACH CASE FOR THE
BENEFIT OF AGENT AND LENDERS.
IN THE EVENT HOLDINGS OR ANY OF ITS SUBSIDIARIES
FAILS TO PROVIDE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS
AGREEMENT, AGENT MAY PURCHASE INSURANCE AT HOLDINGS' OR BORROWER'S EXPENSE TO
PROTECT AGENT'S INTERESTS IN THE COLLATERAL.
THIS INSURANCE MAY, BUT NEED NOT,
PROTECT THE INTERESTS OF HOLDINGS OR ANY OF ITS SUBSIDIARIES.
THE COVERAGE
PURCHASED BY AGENT MAY NOT PAY ANY CLAIM MADE BY HOLDINGS OR ANY OF ITS
SUBSIDIARIES OR ANY CLAIM THAT IS MADE AGAINST HOLDINGS OR ANY OF ITS
SUBSIDIARIES IN CONNECTION WITH THE COLLATERAL.
HOLDINGS OR BORROWER MAY LATER
CANCEL ANY INSURANCE PURCHASED BY AGENT, BUT ONLY AFTER PROVIDING AGENT WITH
EVIDENCE THAT HOLDINGS OR BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS
AGREEMENT.
IF AGENT PURCHASES INSURANCE FOR THE COLLATERAL, HOLDINGS AND
BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST
AND OTHER CHARGES IMPOSED BY 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 HOLDINGS OR
BORROWER IS ABLE TO OBTAIN ON ITS OWN.
2.3
INSPECTION; LENDER MEETING.
EACH OF HOLDINGS AND BORROWER WILL,
AND WILL CAUSE EACH OF THEIR SUBSIDIARIES TO, PERMIT ANY AUTHORIZED
REPRESENTATIVES OF AGENT TO VISIT, AUDIT AND INSPECT ANY OF THE PROPERTIES OF
HOLDINGS, BORROWER OR ANY OF THEIR SUBSIDIARIES, INCLUDING SUCH PARTIES'
FINANCIAL AND ACCOUNTING RECORDS, AND TO MAKE COPIES AND TAKE EXTRACTS
THEREFROM, AND TO DISCUSS SUCH PARTIES' AFFAIRS, FINANCES AND BUSINESS WITH SUCH
PARTIES' OFFICERS AND CERTIFIED PUBLIC ACCOUNTANTS, AT SUCH REASONABLE TIMES
DURING NORMAL BUSINESS HOURS AND AS OFTEN AS MAY BE REASONABLY REQUESTED
(COLLECTIVELY, A "FIELD REVIEW"); PROVIDED THAT, UNLESS A DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, (I) AGENT SHALL BE LIMITED TO TWO (2)
FIELD REVIEWS PER FISCAL YEAR AND (II) BORROWER SHALL NOT BE RESPONSIBLE FOR
REIMBURSEMENT OF AGENT FOR THE COSTS THEREOF FOR ANY FIELD REVIEW OF ANY PERSON
THAT IS NOT A CREDIT PARTY OR FOR MORE THAN ONE (1) FIELD REVIEW PER FISCAL YEAR
OF ANY CREDIT PARTY.
REPRESENTATIVES OF EACH LENDER WILL BE PERMITTED TO
ACCOMPANY REPRESENTATIVES OF AGENT DURING EACH VISIT, INSPECTION AND DISCUSSION
22
REFERRED TO IN THE IMMEDIATELY PRECEDING SENTENCE.