ENGAGED IN SIMILAR ACTIVITIES.
(C)
LIABILITY INSURANCE.
EACH OF THE BORROWER AND ITS SUBSIDIARIES
SHALL BE COVERED BY OR MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURERS
INSURANCE AGAINST LIABILITY FOR HAZARDS, RISKS AND LIABILITY TO PERSONS AND
PROPERTY TO THE EXTENT, IN AMOUNTS AND WITH DEDUCTIBLES WHICH ARE CUSTOMARY FOR
BUSINESSES OF SIMILAR SIZE ENGAGED IN SIMILAR ACTIVITIES.
(D)
KEY PERSON LIFE INSURANCE.
THE BORROWER SHALL MAINTAIN AT ALL
TIMES "KEY PERSON" LIFE INSURANCE IN THE AMOUNT OF AT LEAST $1,000,000 EACH ON
THE LIVES OF CHANE GRAZIANO AND DAVID GREEN.
(E)
REQUIREMENTS; PROCEEDS.
EACH INSURANCE POLICY MAINTAINED PURSUANT
TO THIS SUBSECTION 5.3 SHALL PROVIDE THAT THE AGENT SHALL BE NOTIFIED OF ANY
PROPOSED CANCELLATION OF SUCH POLICY AT LEAST THIRTY (30) DAYS IN ADVANCE OF
SUCH PROPOSED CANCELLATION.
UPON THE REQUEST OF THE AGENT, COPIES OF ALL SUCH
POLICIES SHALL BE DELIVERED TO THE AGENT.
ALL INSURED LOSSES UNDER ANY POLICY
OF INSURANCE WILL BE ADJUSTED BY THE INSURER WITH, AND PAID TO, THE BORROWER.
5.4.
PAYMENT OF TAXES.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, PAY AND DISCHARGE PROMPTLY AS THEY BECOME DUE AND PAYABLE ALL
TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR
ITS INCOME OR UPON ANY OF ITS PROPERTIES OR ASSETS, OR UPON ANY PART THEREOF, AS
WELL AS ALL LAWFUL CLAIMS OF ANY KIND (INCLUDING CLAIMS FOR LABOR, MATERIALS AND
SUPPLIES) WHICH, IF UNPAID, MIGHT BY LAW BECOME A LIEN OR A CHARGE UPON ITS
PROPERTY; PROVIDED THAT NEITHER THE BORROWER NOR ANY SUBSIDIARY SHALL BE
REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM IF THE AMOUNT,
APPLICABILITY OR VALIDITY THEREOF SHALL CURRENTLY BE CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS PROMPTLY INITIATED AND DILIGENTLY CONDUCTED AND IF THE
BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, SHALL HAVE SET ASIDE ON ITS
BOOKS SUCH RESERVES, IF ANY, WITH RESPECT THERETO AS ARE REQUIRED BY GAAP AND
DEEMED APPROPRIATE BY THE BORROWER AND ITS INDEPENDENT PUBLIC ACCOUNTANTS.
5.5.
PAYMENT OF OTHER INDEBTEDNESS, ETC.
EXCEPT AS TO MATTERS BEING
CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS, AND SUBJECT TO THE
PROVISIONS OF SUBSECTION 6.5 (RESTRICTED PAYMENTS) HEREOF, THE BORROWER WILL,
AND WILL CAUSE EACH SUBSIDIARY TO, PAY PROMPTLY WHEN DUE, OR IN CONFORMANCE WITH
CUSTOMARY TRADE TERMS, ALL OTHER INDEBTEDNESS AND OBLIGATIONS INCIDENT TO THE
CONDUCT OF ITS BUSINESS WHERE ANY FAILURE TO PAY IS REASONABLY LIKELY TO RESULT
IN A MATERIAL ADVERSE EFFECT.
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5.6.
FURTHER ASSURANCES.
FROM TIME TO TIME HEREAFTER, THE BORROWER
WILL EXECUTE AND DELIVER, OR WILL CAUSE TO BE EXECUTED AND DELIVERED, SUCH
ADDITIONAL INSTRUMENTS, CERTIFICATES OR DOCUMENTS, AND WILL TAKE ALL SUCH
ACTIONS, AS THE AGENT MAY REASONABLY REQUEST, FOR THE PURPOSES OF IMPLEMENTING
OR EFFECTUATING THE PROVISIONS OF THIS AGREEMENT, THE LOAN DOCUMENTS OR THE
NOTES, PROVIDED THAT, THE BORROWER SHALL NOT BE REQUIRED TO EFFECT A PUBLIC
REGISTRATION OF ALL OR ANY PART OF THE PLEDGED COLLATERAL (AS DEFINED IN THE
PLEDGE AGREEMENT) PURSUANT TO