THE PROPERTY INSURED.
(B)
EACH POLICY FOR LIABILITY INSURANCE SHALL
PROVIDE FOR ALL LOSSES TO BE PAID ON BEHALF OF ADMINISTRATIVE AGENT (FOR THE
BENEFIT OF LENDERS) AND LOAN PARTIES AS THEIR RESPECTIVE INTERESTS MAY APPEAR,
AND EACH POLICY INSURING LOSS OR DAMAGE TO COLLATERAL SHALL PROVIDE FOR ALL
LOSSES TO BE PAID DIRECTLY TO ADMINISTRATIVE AGENT.
EACH SUCH POLICY SHALL IN
ADDITION (A) NAME THE APPROPRIATE LOAN PARTY AND ADMINISTRATIVE AGENT AND
LENDERS AS INSURED PARTIES THEREUNDER (WITHOUT ANY REPRESENTATION OR WARRANTY BY
OR OBLIGATION UPON ADMINISTRATIVE AGENT OR LENDERS) AS THEIR INTERESTS MAY
APPEAR, (B) CONTAIN THE AGREEMENT BY THE INSURER THAT ANY LOSS THEREUNDER SHALL
BE PAYABLE TO ADMINISTRATIVE AGENT NOTWITHSTANDING ANY ACTION, INACTION OR
BREACH OF REPRESENTATION OR WARRANTY BY ANY LOAN PARTY, (C) PROVIDE THAT THERE
SHALL BE NO RECOURSE AGAINST ADMINISTRATIVE AGENT OR LENDERS FOR PAYMENT OF
PREMIUMS OR OTHER AMOUNTS WITH RESPECT THERETO AND (D) PROVIDE THAT AT LEAST
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF CANCELLATION OR OF LAPSE SHALL BE
GIVEN TO ADMINISTRATIVE AGENT BY THE INSURER.
EACH LOAN PARTY WILL, IF SO
REQUESTED BY ADMINISTRATIVE AGENT, DELIVER TO ADMINISTRATIVE AGENT ORIGINAL OR
DUPLICATE POLICIES OF SUCH INSURANCE AND, AS OFTEN AS ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST, A REPORT OF A REPUTABLE INSURANCE BROKER WITH RESPECT TO
SUCH INSURANCE.
EACH LOAN PARTY WILL ALSO, AT THE REQUEST OF ADMINISTRATIVE
AGENT, DULY EXECUTE AND DELIVER INSTRUMENTS OF ASSIGNMENT OF SUCH INSURANCE
POLICIES AND CAUSE THE RESPECTIVE INSURERS TO ACKNOWLEDGE NOTICE OF SUCH
ASSIGNMENT.
ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO ENFORCE PAYMENT UNDER
ALL SUCH INSURANCE POLICIES AND TO COMPROMISE AND SETTLE ANY CLAIMS THEREUNDER,
IN ITS OWN NAME OR IN THE NAME OF THE LOAN PARTIES.
6.08
Compliance with Laws.
Comply in all material respects with
the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, write, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.
6.09
Books and Records.
(A)
MAINTAIN PROPER BOOKS OF RECORD AND
ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP
CONSISTENTLY APPLIED SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND MATTERS
INVOLVING THE ASSETS AND BUSINESS OF SUCH LOAN PARTY; AND
(B)
MAINTAIN SUCH BOOKS OF RECORD AND ACCOUNT IN
MATERIAL CONFORMITY WITH ALL APPLICABLE REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY HAVING REGULATORY JURISDICTION OVER SUCH LOAN PARTY.
6.10
Inspection Rights.
Permit representatives and independent
contractors of Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of Borrower and at such reasonable times during normal business
hours and as