EXPENSES ARISE OUT OF OR ARE ATTRIBUTABLE TO THE
NEGLIGENCE OR WILLFUL
86
misconduct of Agent or any Lender. All representations, warranties and
indemnifications in this Section 9.3 shall survive the payment of the
Obligations and the termination of this Agreement.
9.4
PAYMENT OF TAXES AND CLAIMS.
EACH BORROWER AND GUARANTOR SHALL,
AND SHALL CAUSE ITS SUBSIDIARIES TO, DULY PAY AND DISCHARGE ALL TAXES,
ASSESSMENTS, CONTRIBUTIONS AND GOVERNMENTAL CHARGES UPON OR AGAINST IT OR ITS
PROPERTIES OR ASSETS, EXCEPT FOR TAXES (I) THE VALIDITY OF WHICH ARE BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED AND
AVAILABLE TO SUCH BORROWER OR GUARANTOR OR ITS SUBSIDIARIES, AS THE CASE MAY BE,
AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE ON ITS BOOKS OR
(II) THE NON-PAYMENT OF WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
9.5
INSURANCE.
EACH BORROWER AND GUARANTOR SHALL, AND SHALL CAUSE ITS
SUBSIDIARIES TO, AT ALL TIMES, MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE
INSURERS INSURANCE WITH RESPECT TO THE COLLATERAL AGAINST LOSS OR DAMAGE AND ALL
OTHER INSURANCE OF THE KINDS AND IN THE AMOUNTS CUSTOMARILY INSURED AGAINST OR
CARRIED BY CORPORATIONS OF ESTABLISHED REPUTATION ENGAGED IN THE SAME OR SIMILAR
BUSINESSES AND SIMILARLY SITUATED. SAID POLICIES OF INSURANCE SHALL BE
REASONABLY SATISFACTORY TO AGENT AS TO FORM, AMOUNT AND INSURER. EACH BORROWER
AND GUARANTOR SHALL FURNISH CERTIFICATES, POLICIES OR ENDORSEMENTS TO AGENT AS
AGENT SHALL REASONABLY REQUIRE AS PROOF OF SUCH INSURANCE, AND, IF SUCH BORROWER
OR GUARANTOR FAILS TO DO SO, AGENT IS AUTHORIZED, BUT NOT REQUIRED, TO OBTAIN
SUCH INSURANCE AT THE EXPENSE OF BORROWERS. ALL POLICIES WITH REGARD TO SUCH
INSURANCE SHALL PROVIDE FOR AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO
AGENT OF ANY CANCELLATION OR REDUCTION OF COVERAGE AND THAT AGENT MAY ACT AS
ATTORNEY FOR SUCH BORROWER OR GUARANTOR IN OBTAINING, AND AT ANY TIME AN EVENT
OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, ADJUSTING, SETTLING,
AMENDING AND CANCELING SUCH INSURANCE. WITHIN TEN DAYS AFTER THE DATE HEREOF,
BORROWERS AND GUARANTORS SHALL CAUSE AGENT TO BE NAMED AS A LOSS PAYEE AND AN
ADDITIONAL INSURED, AS ITS INTERESTS MAY APPEAR (BUT WITHOUT ANY LIABILITY FOR
ANY PREMIUMS), UNDER SUCH INSURANCE POLICIES AND BORROWERS AND GUARANTORS SHALL
OBTAIN NON-CONTRIBUTORY LENDER'S LOSS PAYABLE ENDORSEMENTS TO ALL SUCH INSURANCE
POLICIES IN FORM AND SUBSTANCE SATISFACTORY TO AGENT. SUCH LENDER'S LOSS PAYABLE
ENDORSEMENTS SHALL SPECIFY THAT THE PROCEEDS OF SUCH INSURANCE SHALL BE PAYABLE
TO AGENT, FOR ITSELF AND THE RATABLE BENEFIT OF THE LENDERS AND THE BANK PRODUCT
PROVIDERS, AS ITS INTERESTS MAY APPEAR AND FURTHER SPECIFY THAT AGENT AND
LENDERS SHALL BE PAID REGARDLESS OF ANY ACT OR OMISSION BY ANY BORROWER OR
GUARANTOR OR ANY OF ITS AFFILIATES. WITHOUT LIMITING ANY OTHER RIGHTS OF AGENT
OR LENDERS, ANY INSURANCE PROCEEDS RECEIVED BY AGENT AT ANY TIME MAY BE APPLIED
TO PAYMENT OF THE OBLIGATIONS, WHETHER OR NOT THEN DUE, IN ACCORDANCE WITH
SECTION 6.4(A) HEREOF. UPON APPLICATION OF