such Borrower or Guarantor such amount shall be added and deemed part of
the Loans, provided, that, nothing contained herein shall be construed to
require any Borrower or
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Guarantor to pay any income or franchise taxes attributable to the income of
Lender from any amounts charged or paid hereunder to Lender.
The foregoing
indemnity shall survive the payment of the Obligations and the termination of
this Agreement.
9.5
Insurance.
(A)
EACH BORROWER AND GUARANTOR SHALL, AND
SHALL CAUSE ANY SUBSIDIARY TO, AT ALL TIMES, MAINTAIN WITH FINANCIALLY SOUND AND
REPUTABLE INSURERS INSURANCE WITH RESPECT TO THE COLLATERAL AGAINST LOSS OR
DAMAGE AND ALL OTHER INSURANCE OF THE KINDS AND IN THE AMOUNTS CUSTOMARILY
INSURED AGAINST OR CARRIED BY CORPORATIONS OF ESTABLISHED REPUTATION ENGAGED IN
THE SAME OR SIMILAR BUSINESSES AND SIMILARLY SITUATED.
SAID POLICIES OF
INSURANCE SHALL BE REASONABLY SATISFACTORY TO LENDER AS TO FORM, AMOUNT AND
INSURER.
BORROWERS AND GUARANTORS SHALL FURNISH CERTIFICATES, POLICIES OR
ENDORSEMENTS TO LENDER AS LENDER SHALL REASONABLY REQUIRE AS PROOF OF SUCH
INSURANCE, AND, IF ANY BORROWER OR GUARANTOR FAILS TO DO SO, LENDER IS
AUTHORIZED, BUT NOT REQUIRED, TO OBTAIN SUCH INSURANCE AT THE EXPENSE OF
BORROWERS.
ALL POLICIES SHALL PROVIDE FOR AT LEAST THIRTY (30) DAYS PRIOR
WRITTEN NOTICE TO LENDER OF ANY CANCELLATION OR REDUCTION OF COVERAGE AND THAT
LENDER MAY ACT AS ATTORNEY FOR EACH BORROWER AND GUARANTOR IN OBTAINING, AND AT
ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING,
ADJUSTING, SETTLING, AMENDING AND CANCELING SUCH INSURANCE.
BORROWERS AND
GUARANTORS SHALL CAUSE LENDER TO BE NAMED AS A LOSS PAYEE AND AN ADDITIONAL
INSURED (BUT WITHOUT ANY LIABILITY FOR ANY PREMIUMS) UNDER SUCH INSURANCE
POLICIES AND BORROWERS AND GUARANTORS SHALL OBTAIN NON-CONTRIBUTORY LENDER'S
LOSS PAYABLE ENDORSEMENTS TO ALL INSURANCE POLICIES IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO LENDER.
SUCH LENDER'S LOSS PAYABLE ENDORSEMENTS
SHALL SPECIFY THAT THE PROCEEDS OF SUCH INSURANCE SHALL BE PAYABLE TO LENDER AS
ITS INTERESTS MAY APPEAR AND FURTHER SPECIFY THAT LENDER SHALL BE PAID
REGARDLESS OF ANY ACT OR OMISSION BY ANY BORROWER, GUARANTOR OR ANY OF ITS OR
THEIR AFFILIATES. WITHOUT LIMITING ANY OTHER RIGHTS OF LENDER, ANY INSURANCE
PROCEEDS RECEIVED BY LENDER AT ANY TIME MAY BE APPLIED TO PAYMENT OF THE
OBLIGATIONS, WHETHER OR NOT THEN DUE, IN ANY ORDER AND IN SUCH MANNER AS LENDER
MAY DETERMINE.
UPON APPLICATION OF SUCH PROCEEDS TO THE REVOLVING LOANS,
REVOLVING 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)
IN THE EVENT OF A PROPERTY LOSS EVENT WITH
RESPECT TO REAL PROPERTY OR EQUIPMENT (EXCEPT AS OTHERWISE PROVIDED BELOW), IF
ANY OF THE EQUIPMENT OR ANY PORTION OF ANY BUILDING, STRUCTURE OR OTHER
IMPROVEMENT ON ANY REAL PROPERTY IS LOST, PHYSICALLY DAMAGED OR DESTROYED, UPON
THE WRITTEN REQUEST OF ADMINISTRATIVE BORROWER, LENDER SHALL RELEASE THE NET
CASH PROCEEDS FROM INSURANCE