REPORTS THEREUNDER EVEN IF THE EXCHANGE ACT OR THE RULES OR
REGULATIONS THEREUNDER WOULD PERMIT SUCH TERMINATION.
(E)
USE OF FUNDS.
IT SHALL USE THE PROCEEDS OF
THE LOANS FOR GENERAL WORKING CAPITAL PURPOSES ONLY.
(F)
ACCESS TO FACILITIES.
INTENTIONALLY
OMITTED.
(G)
TAXES.
IT SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO, PROMPTLY PAY AND DISCHARGE, OR CAUSE TO BE PAID AND
DISCHARGED, WHEN DUE AND PAYABLE, ALL LAWFUL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON IT AND ITS SUBSIDIARIES' INCOME, PROFITS,
PROPERTY OR BUSINESS, AS THE CASE MAY BE; PROVIDED, HOWEVER, THAT ANY SUCH TAX,
ASSESSMENT, CHARGE OR LEVY NEED NOT BE PAID CURRENTLY IF (I) THE VALIDITY
THEREOF SHALL CURRENTLY AND DILIGENTLY BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, (II) SUCH TAX, ASSESSMENT, CHARGE OR LEVY SHALL HAVE NO EFFECT ON
THE LIEN PRIORITY OF LAURUS IN THE COLLATERAL, AND (III) IF IT AND/OR SUCH
SUBSIDIARY, AS APPLICABLE, SHALL HAVE SET ASIDE ON ITS AND/OR SUCH SUBSIDIARY'S
BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP; AND
PROVIDED, FURTHER, THAT IT SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
PAY ALL SUCH TAXES, ASSESSMENTS, CHARGES OR LEVIES FORTHWITH UPON THE
COMMENCEMENT OF PROCEEDINGS TO FORECLOSE ANY LIEN WHICH MAY HAVE ATTACHED AS
SECURITY THEREFOR.
23
(H)
INSURANCE.
IT SHALL BEAR THE FULL RISK OF
LOSS FROM ANY LOSS OF ANY NATURE WHATSOEVER WITH RESPECT TO THE COLLATERAL.
PARENT AND EACH OF ITS SUBSIDIARIES SHALL MAINTAIN AND PAY INSURANCE UPON ALL
COLLATERAL WHEREVER LOCATED AND WITH RESPECT TO PARENT'S AND EACH OF THE
SUBSIDIARIES' BUSINESS, COVERING CASUALTY, HAZARD, PUBLIC LIABILITY AND SUCH
OTHER RISKS IN SUCH AMOUNTS AND WITH SUCH INSURANCE COMPANIES AS ARE REASONABLY
SATISFACTORY TO LAURUS. PARENT SHALL DELIVER THE ORIGINALS OF SUCH POLICIES TO
LAURUS WITH SATISFACTORY LENDER LOSS PAYABLE ENDORSEMENTS, NAMING LAURUS AS LOSS
PAYEE, ASSIGNEE OR ADDITIONAL INSURED, AS APPROPRIATE. EACH POLICY OF INSURANCE
OR ENDORSEMENT SHALL CONTAIN A CLAUSE REQUIRING THE INSURER TO GIVE NOT LESS
THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO LAURUS IN THE EVENT OF
CANCELLATION OF THE POLICY FOR ANY REASON WHATSOEVER AND A CLAUSE SPECIFYING
THAT THE INTEREST OF LAURUS SHALL NOT BE IMPAIRED OR INVALIDATED BY ANY ACT OR
NEGLECT OF ANY COMPANY, ANY SUBSIDIARY OF ANY COMPANY OR THE OWNER OF THE
PROPERTY OR BY THE OCCUPATION OF THE PREMISES FOR PURPOSES MORE HAZARDOUS THAN
ARE PERMITTED BY SAID POLICY. IF PARENT FAILS TO PROVIDE AND PAY FOR SUCH
INSURANCE (INCLUDING, WITHOUT LIMITATION, THE CREDIT INSURANCE), LAURUS MAY, AT
ITS OPTION, BUT SHALL NOT BE REQUIRED TO, PROCURE THE SAME AND CHARGE PARENT
THEREFOR. PARENT AGREES TO DELIVER TO LAURUS, PROMPTLY AS RENDERED, TRUE COPIES
OF ALL REPORTS MADE IN ANY REPORTING FORMS TO INSURANCE COMPANIES.
IT SHALL
INSTRUCT THE INSURANCE CARRIERS THAT IN THE EVENT OF ANY LOSS THEREUNDER, THE
CARRIERS SHALL MAKE PAYMENT FOR SUCH LOSS TO LAURUS AND NOT TO ANY COMPANY OR
ANY OF ITS SUBSIDIARIES AND LAURUS JOINTLY.
IF ANY INSURANCE LOSSES ARE