AND, IF SO REQUESTED, COPIES OF
ALL SUCH INSURANCE POLICIES. DEBTOR SHALL ALSO FURNISH TO SECURED PARTY FROM
TIME TO TIME UPON THE REQUEST OF SECURED PARTY A CERTIFICATE OF DEBTOR'S
INSURANCE BROKER OR OTHER INSURANCE SPECIALIST STATING THAT ALL PREMIUMS THEN
DUE ON THE POLICIES RELATING TO INSURANCE ON THE COLLATERAL HAVE BEEN PAID AND
THAT SUCH POLICIES ARE IN FULL FORCE AND EFFECT. ALL INSURANCE POLICIES REQUIRED
UNDER THIS SUBSECTION (D) SHALL PROVIDE THAT THEY SHALL NOT BE TERMINATED OR
CANCELLED NOR SHALL ANY SUCH POLICY BE MATERIALLY CHANGED WITHOUT AT LEAST 30
DAYS' PRIOR WRITTEN
6
NOTICE (OR 10 DAYS' PRIOR WRITTEN NOTICE IN THE EVENT OF CANCELLATION FOR
NON-PAYMENT OF PREMIUM) TO DEBTOR AND SECURED PARTY. RECEIPT OF NOTICE OF
TERMINATION OR CANCELLATION OF ANY SUCH INSURANCE POLICIES OR REDUCTION OF
COVERAGES OR AMOUNTS THEREUNDER SHALL ENTITLE SECURED PARTY TO RENEW ANY SUCH
POLICIES, CAUSE THE COVERAGES AND AMOUNTS THEREOF TO BE MAINTAINED AT LEVELS
REQUIRED PURSUANT TO THE FIRST SENTENCE OF THIS SUBSECTION (D) OR OTHERWISE TO
OBTAIN SIMILAR INSURANCE IN PLACE OF SUCH POLICIES, IN EACH CASE AT THE EXPENSE
OF DEBTOR. IF THE COLLATERAL SHALL BE MATERIALLY DAMAGED OR DESTROYED, IN WHOLE
OR IN PART, BY FIRE OR OTHER CASUALTY, DEBTOR SHALL GIVE PROMPT NOTICE THEREOF
TO SECURED PARTY. ADDITIONALLY, DEBTOR SHALL IN ANY EVENT PROMPTLY GIVE SECURED
PARTY NOTICE OF ALL REPORTS MADE TO INSURANCE COMPANIES IN RESPECT OF ANY CLAIM
IN EXCESS OF $100,000. NO SETTLEMENT ON ACCOUNT OF ANY LOSS COVERED BY INSURANCE
SHALL BE MADE FOR LESS THAN INSURED VALUE WITHOUT THE CONSENT OF SECURED PARTY.
(E)
DEBTOR SHALL KEEP ACCURATE AND COMPLETE BOOKS AND RECORDS WITH
RESPECT TO THE COLLATERAL, DISCLOSING SECURED PARTY'S SECURITY INTEREST
HEREUNDER.
(F)
DEBTOR SHALL NOT SURRENDER OR LOSE POSSESSION OF (OTHER THAN TO
SECURED PARTY), SELL, LEASE, OR OTHERWISE DISPOSE OF OR TRANSFER ANY OF THE
COLLATERAL OR ANY RIGHT OR INTEREST THEREIN, EXCEPT AS EXPRESSLY PERMITTED BY
THE LOAN DOCUMENTS.
(G)
DEBTOR SHALL KEEP THE COLLATERAL FREE OF ALL LIENS EXCEPT
PERMITTED LIENS.
(H)
DEBTOR SHALL PAY AND DISCHARGE ALL TAXES, FEES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT WITH RESPECT TO THE COLLATERAL
PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT TO THE EXTENT SUCH
TAXES, FEES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR LEVIES ARE BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND ARE ADEQUATELY RESERVED AGAINST IN
ACCORDANCE WITH GAAP.
(I)
DEBTOR SHALL MAINTAIN AND PRESERVE ITS LEGAL EXISTENCE, ITS
RIGHTS TO TRANSACT BUSINESS AND ALL OTHER RIGHTS, FRANCHISES AND PRIVILEGES
NECESSARY OR DESIRABLE IN THE NORMAL COURSE OF ITS BUSINESS AND OPERATIONS AND
THE OWNERSHIP OF THE COLLATERAL, EXCEPT IN CONNECTION WITH ANY TRANSACTIONS
EXPRESSLY PERMITTED BY THE LOAN AGREEMENT.
(J)
UPON THE REQUEST OF SECURED PARTY, DEBTOR SHALL (I) IMMEDIATELY
DELIVER TO SECURED PARTY, OR ITS DESIGNATED AGENT, APPROPRIATELY ENDORSED OR
ACCOMPANIED BY APPROPRIATE INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL DOCUMENTS
AND INSTRUMENTS, ALL CERTIFICATED SECURITIES WITH RESPECT TO ANY PLEDGED
COLLATERAL, ALL