SUCH DATES);
(3)
CHANGE ANY DEFAULT OR EVENT OF DEFAULT OR ANY DEFINITION THEREOF
(OTHER THAN TO DELETE OR MAKE LESS RESTRICTIVE ANY DEFAULT PROVISION), OR
SHORTEN ANY GRACE OR CURE PERIOD WITH RESPECT TO SUCH INDEBTEDNESS OR PRUDENTIAL
OBLIGATIONS;
(4)
ADD ANY MATERIAL COVENANT WITH RESPECT TO SUCH INDEBTEDNESS OR
PRUDENTIAL OBLIGATIONS;
(5)
CHANGE THE REDEMPTION OR PREPAYMENT PROVISIONS OF SUCH
INDEBTEDNESS OR PRUDENTIAL OBLIGATIONS (OTHER THAN TO EXTEND THE DATES THEREFORE
OR TO REDUCE THE PREMIUMS PAYABLE IN CONNECTION THEREWITH); OR
(6)
MATERIALLY INCREASE THE OBLIGATIONS OF THE APPLICABLE MEMBER OF
THE BORROWER CONSOLIDATED GROUP (INCLUDING ANY INCREASE IN THE PRINCIPAL AMOUNT
OF ANY SUCH INDEBTEDNESS) OR CONFER ADDITIONAL MATERIAL RIGHTS TO THE HOLDER OF
SUCH INDEBTEDNESS OR PRUDENTIAL OBLIGATIONS IN A MANNER ADVERSE TO ANY MEMBER OF
THE BORROWER CONSOLIDATED GROUP OR LENDER PARTY.
(G)
BORROWER SHALL NOT PERMIT THE BORROWER CONSOLIDATED GROUP TO MAKE
CAPITAL EXPENDITURES IN AN AGGREGATE AMOUNT IN EXCESS OF $10,000,000.00 IN ANY
CONSECUTIVE TWELVE-MONTH PERIOD.
10.4
INSURANCE AND INSURANCE PROCEEDS.
(A)
BORROWER SHALL CAUSE THE ASSETS, PROPERTIES AND BUSINESS OF THE
BORROWER CONSOLIDATED GROUP TO BE INSURED AGAINST SUCH HAZARDS AND LIABILITIES,
UNDER SUCH COVERAGES AND IN SUCH AMOUNTS, AS ARE CUSTOMARILY MAINTAINED BY
PRUDENT COMPANIES SIMILARLY SITUATED AND UNDER POLICIES ISSUED BY INSURERS OF
RECOGNIZED RESPONSIBILITY.
UPON REQUEST OF COLLATERAL AGENT, BORROWER SHALL
PROVIDE (AND SHALL CAUSE THE OTHER MEMBERS OF THE BORROWER CONSOLIDATED GROUP TO
PROVIDE) COLLATERAL AGENT WITH INSURANCE CERTIFICATES AND COPIES OF INSURANCE
POLICIES THEN IN EFFECT (IT BEING AGREED THAT NO MEMBER OF THE BORROWER
CONSOLIDATED GROUP SHALL BE REQUIRED TO MAINTAIN COVERAGES FOR (I) PRODUCTS
LIABILITY INSURANCE ON BORROWERS' WOOD TREATING PRODUCTS, NOR (II) BUSINESS
INTERRUPTION INSURANCE, EXCEPT FOR THE MORTGAGED PROPERTY LOCATED IN PUEBLO,
COLORADO).
(B)
BORROWER SHALL CAUSE (I) EACH GENERAL LIABILITY INSURANCE POLICY
TO NAME COLLATERAL AGENT AS ADDITIONAL INSURED, (II) EACH CASUALTY INSURANCE
POLICY INSURING ANY COLLATERAL TO NAME COLLATERAL AGENT AS LOSS PAYEE (AND WITH
RESPECT TO ANY MORTGAGED PROPERTY, A MORTGAGEE), AND (III) ALL SUCH POLICIES TO
PROVIDE THAT SUCH POLICIES WILL NOT BE CANCELED OR MATERIALLY CHANGED WITHOUT
THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO COLLATERAL AGENT.
(C)
ANY NET CASH PROCEEDS PAYABLE UNDER ANY INSURANCE POLICY ON
ACCOUNT OF DAMAGE OR DESTRUCTION TO THE MORTGAGED PROPERTY SHALL BE PAID TO
COLLATERAL AGENT AS A PREPAYMENT OF THE PRINCIPAL INDEBTEDNESS OWING UNDER THE
TERM NOTE; PROVIDED THAT SUCH NET CASH PROCEEDS SHALL BE PAID TO BORROWER SO
LONG AS (1) NO EVENT OF DEFAULT EXISTS AT THE TIME OF
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PAYMENT, AND COLLATERAL AGENT DETERMINES IN ITS REASONABLE DISCRETION THAT THE
OCCURRENCE OF SUCH CASUALTY EVENT WOULD NOT REASONABLY BE EXPECTED TO RESULT IN
AN EVENT OF DEFAULT (INCLUDING AN EVENT OF DEFAULT ON ACCOUNT OF LOSS OF INCOME
OCCASIONED BY SUCH CASUALTY EVENT); AND (2) AS SOON AS REASONABLY PRACTICABLE
FOLLOWING THE CASUALTY EVENT, BORROWER PROVIDES EVIDENCE REASONABLY SATISFACTORY
TO COLLATERAL AGENT THAT SUCH NET CASH PROCEEDS WILL BE APPLIED (I) TO THE
REPAIR OR RESTORATION OF