CAUSE
ANY SUBSIDIARY TO, DULY PAY AND DISCHARGE ALL MATERIAL TAXES, ASSESSMENTS,
CONTRIBUTIONS AND GOVERNMENTAL CHARGES UPON OR AGAINST IT OR ITS PROPERTIES OR
ASSETS WHEN DUE, EXCEPT FOR TAXES, ASSESSMENTS, CONTRIBUTIONS AND GOVERNMENTAL
CHANGES THE VALIDITY OF WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, DILIGENTLY PURSUED AND AVAILABLE TO SUCH BORROWER OR ANY
SUBSIDIARY, AS THE CASE MAY BE, AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE
BEEN SET ASIDE ON ITS BOOKS TO THE EXTENT REQUIRED BY GAAP.
9.5
INSURANCE.
EACH BORROWER 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 AGENT AS TO FORM, AMOUNT AND INSURER.
BORROWERS SHALL FURNISH
CERTIFICATES, POLICIES OR ENDORSEMENTS TO AGENT AS AGENT SHALL REASONABLY
REQUIRE AS PROOF OF SUCH INSURANCE, AND, IF ANY BORROWER FAILS TO DO SO, AGENT
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 AGENT OF ANY CANCELLATION OR REDUCTION OF COVERAGE AND THAT
AGENT MAY ACT AS ATTORNEY FOR EACH BORROWER 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 SHALL CAUSE AGENT TO BE NAMED
AS A LOSS PAYEE AND AN ADDITIONAL INSURED (BUT WITHOUT ANY LIABILITY FOR ANY
PREMIUMS) AS APPLICABLE UNDER SUCH INSURANCE POLICIES (OTHER THAN BUSINESS
INTERRUPTION INSURANCE) AND BORROWERS SHALL OBTAIN NON-CONTRIBUTORY LENDER'S
LOSS PAYABLE ENDORSEMENTS TO ALL INSURANCE POLICIES IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT.
SUCH LENDER'S LOSS PAYABLE ENDORSEMENTS SHALL
SPECIFY THAT THE PROCEEDS OF SUCH INSURANCE SHALL BE PAYABLE TO AGENT AS ITS
INTERESTS MAY APPEAR AND FURTHER SPECIFY THAT AGENT AND LENDERS SHALL BE PAID
REGARDLESS OF ANY ACT OR OMISSION BY ANY BORROWER OR ANY OF ITS AFFILIATES.
WITHOUT LIMITING ANY OTHER RIGHTS OF AGENT OR LENDERS, ANY INSURANCE PROCEEDS
RECEIVED BY AGENT AT ANY TIME MAY BE APPLIED TO PAYMENT OF THE OBLIGATIONS IN
ACCORDANCE WITH THE TERMS OF SECTION 6.4 HEREOF.
UPON APPLICATION OF SUCH
PROCEEDS TO THE OBLIGATIONS, NOTHING CONTAINED IN THIS SECTION 9.5 SHALL BE
CONSTRUED TO LIMIT THE USE OF ANY SUBSEQUENT LOANS FOR THE COSTS OF REPAIR OR
REPLACEMENT OF THE COLLATERAL LOST OR DAMAGED RESULTING IN THE PAYMENT OF SUCH
INSURANCE PROCEEDS.
9.6
FINANCIAL STATEMENTS AND OTHER INFORMATION.
(a)
Each Borrower shall, and shall cause any Subsidiary to, keep proper
books and records in which true and complete entries shall be made of all
dealings or transactions of or in relation to the Collateral and the business of
such Borrower and its Subsidiaries in accordance with GAAP.
Borrowers shall
promptly furnish