DESCRIBED IN SUCH
POLICY, AND (C) THAT SUCH POLICY AND LOSS PAYABLE CLAUSES MAY NOT BE CANCELLED,
AMENDED OR TERMINATED UNLESS AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE IS
GIVEN TO AGENT.
IN THE EVENT OF ANY LOSS THEREUNDER WITH RESPECT TO COLLATERAL,
THE CARRIERS NAMED THEREIN HEREBY ARE DIRECTED BY AGENT AND THE APPLICABLE
BORROWER TO MAKE PAYMENT FOR SUCH LOSS TO AGENT AND NOT TO SUCH BORROWER AND
AGENT JOINTLY.
IF ANY INSURANCE LOSSES ARE PAID BY CHECK, DRAFT OR OTHER
INSTRUMENT PAYABLE TO ANY BORROWER AND AGENT JOINTLY, AGENT MAY ENDORSE SUCH
BORROWER'S NAME THEREON AND DO SUCH OTHER THINGS AS AGENT MAY DEEM ADVISABLE TO
REDUCE THE SAME TO CASH.
AGENT IS HEREBY AUTHORIZED TO ADJUST AND COMPROMISE
CLAIMS WITH RESPECT TO COLLATERAL UNDER INSURANCE COVERAGE REFERRED TO IN
CLAUSES (A), AND (B) ABOVE.
ALL LOSS RECOVERIES WITH RESPECT TO COLLATERAL
RECEIVED BY AGENT UPON ANY SUCH INSURANCE MAY BE APPLIED TO THE OBLIGATIONS, IN
SUCH ORDER AS AGENT IN ITS SOLE DISCRETION SHALL DETERMINE.
ANY SURPLUS SHALL
BE PAID, SUBJECT TO THE INTERCREDITOR AGREEMENT, BY AGENT TO BORROWERS OR
APPLIED AS MAY BE OTHERWISE REQUIRED BY LAW.
ANY DEFICIENCY THEREON SHALL BE
PAID BY BORROWERS TO AGENT, ON DEMAND TO THE EXTENT THAT OUTSTANDING ADVANCES
EXCEED THE FORMULA AMOUNT.
50
4.12.
FAILURE TO PAY INSURANCE.
IF ANY BORROWER FAILS TO OBTAIN
INSURANCE AS HEREINABOVE PROVIDED, OR TO KEEP THE SAME IN FORCE, AGENT, IF AGENT
SO ELECTS, MAY OBTAIN SUCH INSURANCE AND PAY THE PREMIUM THEREFOR ON BEHALF OF
SUCH BORROWER, AND CHARGE BORROWERS' ACCOUNT THEREFOR AS A REVOLVING ADVANCE OF
A DOMESTIC RATE LOAN AND SUCH EXPENSES SO PAID SHALL BE PART OF THE OBLIGATIONS.
4.13.
PAYMENT OF TAXES.
EACH BORROWER WILL PAY, WHEN DUE, ALL TAXES,
ASSESSMENTS AND OTHER CHARGES LAWFULLY LEVIED OR ASSESSED UPON SUCH BORROWER OR
ANY OF THE COLLATERAL INCLUDING REAL AND PERSONAL PROPERTY TAXES, ASSESSMENTS
AND CHARGES AND ALL FRANCHISE, INCOME, EMPLOYMENT, SOCIAL SECURITY BENEFITS,
WITHHOLDING, AND SALES TAXES.
IF ANY TAX BY ANY GOVERNMENTAL BODY IS OR MAY BE
IMPOSED ON OR AS A RESULT OF ANY TRANSACTION BETWEEN ANY BORROWER AND AGENT OR
ANY LENDER WHICH AGENT OR ANY LENDER MAY BE REQUIRED TO WITHHOLD OR PAY OR IF
ANY TAXES, ASSESSMENTS, OR OTHER CHARGES REMAIN UNPAID AFTER THE DATE FIXED FOR
THEIR PAYMENT, OR IF ANY CLAIM SHALL BE MADE WHICH, IN AGENT'S OR ANY LENDER'S
OPINION, IS REASONABLY LIKELY TO CREATE A VALID LIEN ON THE COLLATERAL, AGENT
MAY WITHOUT NOTICE TO BORROWERS PAY THE TAXES, ASSESSMENTS OR OTHER CHARGES AND
EACH BORROWER HEREBY INDEMNIFIES AND HOLDS AGENT AND EACH LENDER HARMLESS IN
RESPECT THEREOF.
AGENT WILL NOT PAY ANY TAXES, ASSESSMENTS OR CHARGES TO THE
EXTENT THAT ANY APPLICABLE BORROWER HAS PROPERLY CONTESTED THOSE TAXES,
ASSESSMENTS OR CHARGES.
THE AMOUNT OF ANY PAYMENT BY AGENT UNDER THIS
SECTION 4.13 SHALL BE CHARGED TO BORROWERS' ACCOUNT AS A REVOLVING ADVANCE
MAINTAINED AS A DOMESTIC RATE LOAN AND ADDED TO THE OBLIGATIONS AND, UNTIL