OR ANY OF ITS OR THEIR AFFILIATES. WITHOUT
LIMITING ANY OTHER RIGHTS OF ADMINISTRATIVE AGENT OR LENDERS, ANY INSURANCE
PROCEEDS RECEIVED BY ADMINISTRATIVE AGENT AT ANY TIME MAY BE APPLIED TO PAYMENT
OF THE OBLIGATIONS, WHETHER OR NOT THEN DUE, IN ANY ORDER AND IN SUCH MANNER AS
ADMINISTRATIVE AGENT MAY DETERMINE.
UPON APPLICATION OF SUCH PROCEEDS TO THE
LOANS, LOANS MAY BE AVAILABLE SUBJECT AND PURSUANT TO THE TERMS HEREOF TO BE
USED FOR THE COSTS OF REPAIR OR REPLACEMENT OF THE COLLATERAL LOST OR DAMAGES
RESULTING IN THE PAYMENT OF SUCH INSURANCE PROCEEDS.
(B)
IF ANY PORTION OF ANY COLLATERAL IS AT ANY TIME LOCATED IN AN AREA
IDENTIFIED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY (OR ANY SUCCESSOR AGENCY)
AS A "FLOOD HAZARD AREA" WITH RESPECT TO WHICH FLOOD INSURANCE HAS BEEN MADE
AVAILABLE UNDER ANY OF THE FLOOD INSURANCE LAWS, THEN BORROWERS SHALL (I) WITH
RESPECT TO SUCH COLLATERAL MAINTAIN WITH RESPONSIBLE AND REPUTABLE INSURANCE
COMPANIES REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT, FLOOD INSURANCE IN AN
AMOUNT AND OTHERWISE SUFFICIENT TO COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS PROMULGATED PURSUANT TO THE FLOOD INSURANCE LAWS AND (II) DELIVER TO
ADMINISTRATIVE AGENT EVIDENCE OF SUCH COMPLIANCE IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT AND UPON ANY LENDER'S REQUEST,
ADMINISTRATIVE BORROWER SHALL DELIVER SUCH EVIDENCE OF COMPLIANCE TO SUCH
LENDER.
ALL PREMIUMS ON ANY OF THE INSURANCE REFERRED TO IN THIS SECTION 9.5(B)
SHALL BE PAID WHEN DUE BY BORROWERS AND IF REQUESTED BY ADMINISTRATIVE AGENT,
SUMMARIES OF THE POLICIES SHALL BE PROVIDED TO ADMINISTRATIVE AGENT ANNUALLY OR
AS IT MAY OTHERWISE REASONABLY REQUEST.
WITHOUT LIMITING THE RIGHTS OF
ADMINISTRATIVE AGENT PROVIDED FOR ABOVE, IF BORROWERS FAIL TO OBTAIN OR MAINTAIN
ANY INSURANCE REQUIRED UNDER THE FLOOD INSURANCE LAWS, ADMINISTRATIVE AGENT MAY
OBTAIN IT AT BORROWERS' EXPENSE.
BY PURCHASING ANY OF THE INSURANCE REFERRED TO
IN THIS SECTION 9.5(B), ADMINISTRATIVE AGENT SHALL NOT BE DEEMED TO HAVE WAIVED
ANY DEFAULT OR EVENT OF DEFAULT ARISING FROM BORROWERS' FAILURE TO MAINTAIN SUCH
INSURANCE OR PAY ANY SUCH PREMIUMS IN RESPECT THEREOF.
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9.6
FINANCIAL STATEMENTS AND OTHER INFORMATION.
(A)
EACH BORROWER AND GUARANTOR SHALL, AND SHALL CAUSE ANY SUBSIDIARY TO,
KEEP PROPER BOOKS AND RECORDS OF ALL FINANCIAL TRANSACTIONS AND MATTERS
INVOLVING THE ASSETS AND THE BUSINESS OF SUCH BORROWER, GUARANTOR AND ITS
SUBSIDIARIES IN ACCORDANCE WITH GAAP.
BORROWERS AND GUARANTORS SHALL FURNISH TO
ADMINISTRATIVE AGENT AND LENDERS WITHIN A REASONABLE TIME ALL SUCH FINANCIAL AND
OTHER INFORMATION AS ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST RELATING TO
THE COLLATERAL AND THE ASSETS, BUSINESS AND OPERATIONS OF BORROWERS AND
GUARANTORS, AND BORROWER SHALL NOTIFY THE AUDITORS AND ACCOUNTANTS OF BORROWERS
AND GUARANTORS THAT ADMINISTRATIVE AGENT IS AUTHORIZED TO OBTAIN SUCH
INFORMATION DIRECTLY FROM THEM; PROVIDED, THAT, SO LONG AS NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING, ADMINISTRATIVE AGENT
SHALL NOT EXERCISE ITS RIGHT UNDER THIS SECTION 9.6 TO CONTACT THE ACCOUNTANTS
AND AUDITORS DIRECTLY TO OBTAIN INFORMATION FROM THEM NOT RELATING TO THE