OF THE BOOKS AND
RECORDS, ANY AND ALL ACCOUNTS, DATA AND OTHER DOCUMENTS OF BORROWERS AT ALL
REASONABLE TIMES UPON THE GIVING OF REASONABLE NOTICE OF SUCH INTENT.
IN
ADDITION:
(I) IN THE EVENT OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT, OR (II) IN THE EVENT ANY MATERIAL ADVERSE CHANGE OCCURS, BORROWERS
SHALL PROMPTLY, AND IN ANY EVENT WITHIN THREE (3) DAYS AFTER ACTUAL KNOWLEDGE
THEREOF, NOTIFY AGENT BANK IN WRITING OF SUCH OCCURRENCE; AND
H.
CONSTRUCTION PROJECTS REPORTING.
ON OR
BEFORE THIRTY (30) DAYS AFTER THE END OF EACH CALENDAR MONTH OCCURRING
SUBSEQUENT TO THE COMMENCEMENT OF CONSTRUCTION OF ANY CONSTRUCTION PROJECT AND
CONTINUING UNTIL FORTY-FIVE (45) DAYS AFTER FINAL COMPLETION OF SUCH
CONSTRUCTION PROJECT, BORROWERS SHALL SUBMIT A WRITTEN REPORT TO AGENT BANK AND
TO LENDERS' CONSULTANT REPORTING ON THE STATUS OF SUCH CONSTRUCTION, INCLUDING,
WITHOUT LIMITATION, PERCENTAGE OF COMPLETION, LINE ITEM BREAKDOWN OF AMOUNTS
EXPENDED AND AMOUNTS REMAINING TO BE EXPENDED TO COMPLETION AND COMPARISON TO
THE
86
APPROVED CONSTRUCTION BUDGETS, INCLUDING, WITHOUT LIMITATION, ANY CHANGES,
VARIANCES AND/OR OVERAGES TO THE LINE ITEMS, SCOPE OR TOTAL COSTS OF SUCH
CONSTRUCTION PROJECT.
I.
OTHER INFORMATION.
UNTIL CREDIT
FACILITY TERMINATION, BORROWERS, AND EACH OF THEM, SHALL FURNISH TO AGENT BANK,
WITH SUFFICIENT COPIES FOR DISTRIBUTION TO EACH OF THE BANKS, ANY FINANCIAL
INFORMATION OR OTHER INFORMATION BEARING ON THE FINANCIAL STATUS OF THE
BORROWERS, OR ANY OF THEM, WHICH IS REASONABLY REQUESTED BY AGENT BANK OR
REQUISITE LENDERS.
SECTION 5.09.
INSURANCE.
UNTIL CREDIT FACILITY
TERMINATION, BORROWERS SHALL OBTAIN, OR CAUSE TO BE OBTAINED, AND SHALL MAINTAIN
OR CAUSE TO BE MAINTAINED WITH RESPECT TO THE COLLATERAL, AT THEIR OWN COST AND
EXPENSE, AND SHALL DEPOSIT WITH AGENT BANK ON OR BEFORE THE CLOSING DATE:
A.
PROPERTY INSURANCE.
BORROWERS SHALL
MAINTAIN A SPECIAL CAUSES OF LOSS ("ALL RISK" - ISO FORM OR EQUIVALENT), PERILS
POLICY COVERING THE BUILDINGS AND IMPROVEMENTS, AND ANY OTHER PERMANENT
STRUCTURES FOR ONE HUNDRED PERCENT (100%) OF THE REPLACEMENT COST.
BORROWERS
SHALL MAINTAIN A TEN MILLION DOLLAR ($10,000,000.00) LIMIT OF COVERAGE FOR THE
PERILS OF FLOOD AND EARTHQUAKE COVERING THE COLLATERAL.
UPON THE REQUEST OF
AGENT BANK, REPLACEMENT COST FOR INSURANCE PURPOSES WILL BE ESTABLISHED BY AN
INDEPENDENT APPRAISER MUTUALLY SELECTED BY BORROWERS AND AGENT BANK.
THE POLICY
WILL INCLUDE AGREED AMOUNT (WAIVING CO-INSURANCE), REPLACEMENT COST VALUATION
AND BUILDING ORDINANCE ENDORSEMENTS.
THE POLICY WILL INCLUDE A STANDARD
MORTGAGEE CLAUSE (ISO FORM OR EQUIVALENT, I.E. BORROWER'S ACTS WILL NOT IMPAIR
MORTGAGEE'S RIGHT TO RECOVER, EXCLUSIVE PAYMENT OF LOSS TO MORTGAGEE AND
AUTOMATIC NOTICE OF CANCELLATION OR NON-RENEWAL TO MORTGAGEE) AND PROVIDE THAT
ALL LOSSES IN EXCESS OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) BE ADJUSTED
WITH THE AGENT BANK.
THE BORROWERS WAIVE ANY AND ALL RIGHTS OF SUBROGATION
AGAINST BANKS RESULTING FROM LOSSES TO PROPERTY.
B.
PERSONAL PROPERTY (INCLUDING MACHINERY,
EQUIPMENT, FURNITURE, FIXTURES, STOCK).
BORROWERS SHALL MAINTAIN A SPECIAL
CAUSES OF LOSS ("ALL RISK") PERILS PROPERTY COVERAGE FOR ALL PERSONAL PROPERTY
OWNED, LEASED OR FOR WHICH BORROWERS ARE LEGALLY LIABLE.
THE COVERAGE WILL
INCLUDE