PROPERTIES AND
(B) PAYING ALL LAWFUL CLAIMS WHICH IF UNPAID MIGHT BECOME A LIEN UPON ANY OF ITS
PROPERTIES.
5.5
MAINTENANCE OF PROPERTY; INSURANCE.
(A)
THE BORROWER SHALL, AND
SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, KEEP ALL PROPERTY MATERIAL OR NECESSARY
TO ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION (ORDINARY WEAR AND TEAR AND
CASUALTY EXCEPTED).
(B)
THE BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES OR
ASSOCIATIONS INSURANCE ON SUCH OF ITS PROPERTY IN AT LEAST SUCH AMOUNTS AND
AGAINST SUCH RISKS AS ARE USUALLY INSURED AGAINST IN THE SAME GENERAL AREA BY
COMPANIES ENGAGED IN THE SAME OR A SIMILAR BUSINESS; AND FURNISH TO THE AGENT,
UPON REQUEST, FULL INFORMATION AS TO THE INSURANCE CARRIED.
THE BORROWER SHALL
ALSO MAINTAIN KEYMAN LIFE INSURANCE ON THE LIFE OF INGRID JACKEL, IN THE AMOUNT
OF AT LEAST $3,000,000, AND SHALL AT ALL TIMES CAUSE THE AGENT TO BE THE
ASSIGNEE OF, BENEFICIARY OF OR ADDITIONAL INSURED UNDER, SUCH INSURANCE PURSUANT
TO SUCH ASSIGNMENT AGREEMENTS AND RELATED DOCUMENTATION AS THE AGENT SHALL
REQUEST; PROVIDED THAT, NOTWITHSTANDING ANY TERM CONTAINED IN ANY SUCH AGREEMENT
OR RELATED DOCUMENTATION OR HEREIN TO THE CONTRARY, THE PROCEEDS OF SUCH
INSURANCE MAY BE RETAINED BY THE BORROWER AND USED FOR WORKING CAPITAL (BUT NOT
APPLIED AS A RESTRICTED PAYMENT).
ALL SUCH POLICIES OF INSURANCE SHALL (I)
DESIGNATE THE AGENT, ON BEHALF OF THE LENDERS, AS ADDITIONAL INSURED OR LOSS
PAYEE, AS APPROPRIATE, AND (II) PROVIDE THAT THE INSURANCE COMPANIES WILL GIVE
THE AGENT AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE BEFORE ANY SUCH POLICY OR
POLICIES OF INSURANCE SHALL BE
46
MATERIALLY ALTERED OR CANCELED.
THE BORROWER SHALL DELIVER TO THE AGENT
INSURANCE CERTIFICATES CERTIFIED BY THE BORROWER'S INSURANCE BROKERS, AS TO THE
EXISTENCE AND EFFECTIVENESS OF EACH POLICY OF INSURANCE AND EVIDENCE OF PAYMENT
OF ALL PREMIUMS THEN DUE AND PAYABLE THEREFOR.
IN ADDITION, THE BORROWER SHALL
NOTIFY THE AGENT PROMPTLY OF ANY OCCURRENCE CAUSING A MATERIAL LOSS OF ANY
INSURED PROPERTY AND THE ESTIMATED (OR ACTUAL, IF AVAILABLE) AMOUNT OF SUCH
LOSS.
(C)
EACH POLICY FOR LIABILITY INSURANCE SHALL PROVIDE FOR ALL LOSSES
TO BE PAID ON BEHALF OF THE AGENT AND THE BORROWER, AS THEIR RESPECTIVE
INTERESTS MAY APPEAR, AND EACH POLICY FOR PROPERTY DAMAGE INSURANCE SHALL, TO
THE EXTENT APPLICABLE TO EQUIPMENT AND INVENTORY, PROVIDE FOR ALL LOSSES (EXCEPT
FOR LOSSES OF LESS THAN $200,000 PER OCCURRENCE) TO BE PAID DIRECTLY TO THE
AGENT.
(D)
REIMBURSEMENT UNDER ANY LIABILITY INSURANCE MAINTAINED BY THE
BORROWER OR ANY SUBSIDIARY PURSUANT TO THIS SECTION 5.5 MAY BE PAID DIRECTLY TO
THE PERSON WHO SHALL HAVE INCURRED LIABILITY COVERED BY SUCH INSURANCE.
IN THE
CASE OF ANY LOSS INVOLVING DAMAGE TO EQUIPMENT OR INVENTORY AS TO WHICH SECTION
5.5(E) IS NOT APPLICABLE, THE BORROWER WILL MAKE OR CAUSE TO BE MADE THE
NECESSARY REPAIRS TO OR REPLACEMENTS OF SUCH EQUIPMENT OR INVENTORY, AND ANY
PROCEEDS OF INSURANCE MAINTAINED BY THE BORROWER PURSUANT TO