FROM BEING A CO-INSURER AND THAT THE
AMOUNT OF THE CASUALTY INSURANCE COVERAGE ATTRIBUTABLE TO THE COLLATERAL IS
CLEARLY SET FORTH; AND
(II)
ALL POLICIES SHALL (A) NAME EACH OF THE
INVESTORS "AND ITS SUCCESSORS AND ASSIGNS AS THEIR INTERESTS MAY APPEAR" AS
"ADDITIONAL INSURED" AND "LOSS PAYEE" ON ALL CASUALTY INSURANCE AND AS
"ADDITIONAL INSURED" AS TO ALL OTHER INSURANCE, AND (B) CONTAIN A PROVISION
STATING THAT SUCH POLICY "SHALL NOT BE CANCELED OR MODIFIED EXCEPT AFTER TEN
(10) DAYS PRIOR WRITTEN NOTICE DELIVERED TO THE INVESTORS AT ITS ADDRESS FOR
NOTICES HEREIN OR AS SUBSEQUENTLY DIRECTED IN WRITING BY THE INVESTORS"; AND
(III)
ALL POLICIES SHALL BE IN A FORM REASONABLY
ACCEPTABLE TO THE INVESTORS AND SHALL BE ISSUED BY FINANCIALLY SOUND INSURERS
DULY LICENSED AND AUTHORIZED TO
9
conduct that type of insurance business in each state where the Collateral is
located; and
(IV)
ALL POLICIES OF INSURANCE AND ENDORSEMENTS
THEREOF, TOGETHER WITH A PAID RECEIPT, SHALL BE DEPOSITED WITH THE INVESTORS
PRIOR TO THE DATE HEREOF.
UPON REQUEST, PRIOR TO THE EXPIRATION OF ANY SUCH
POLICIES, THE COMPANY SHALL FURNISH PAID RECEIPTS AND OTHER EVIDENCE
SATISFACTORY TO THE INVESTORS THAT ALL SUCH POLICIES HAVE BEEN RENEWED OR
REPLACED.
(D)
INSURANCE PROCEEDS.
UNLESS AN EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE COMPANY SHALL RECEIVE
DIRECTLY ALL AWARDS AND PROCEEDS WITH RESPECT TO ANY LOSS.
AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE INVESTORS SHALL HAVE THE
EXCLUSIVE AUTHORITY TO DO EACH OF THE FOLLOWING IN ITS REASONABLE DISCRETION:
(I)
RECEIVE DIRECTLY ALL AWARDS AND
PROCEEDS;
(II)
SETTLE OR COMPROMISE ALL CLAIMS RELATING
TO ALL AWARDS AND PROCEEDS; AND
(III)
DETERMINE WHETHER TO APPLY ANY AWARDS AND
PROCEEDS TO REDUCE THE NOTES OR ANY OTHER OBLIGATIONS.
(E)
FURTHER ACTIONS.
UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, EACH OF THE INVESTORS SHALL HAVE THE AUTHORITY ON BEHALF OF
THE COMPANY TO EXECUTE AND DELIVER ANY SUCH INSTRUMENTS, AGREEMENTS AND
DOCUMENTS AS MAY BE NECESSARY TO EFFECT THE PROVISIONS OF THIS SECTION 4.8.
ANY
DEFICIENCY REMAINING IN THE AMOUNTS OWING BY THE COMPANY TO THE INVESTORS AFTER
APPLICATION OF ANY AWARDS AND PROCEEDS SHALL BE PAID BY THE COMPANY TO THE
INVESTORS, ON DEMAND, AND SHALL BE DEEMED OBLIGATIONS AND ADDITIONAL PRINCIPAL
UNDER THE NOTE BEARING INTEREST AT THE RATE SPECIFIED THEREIN UNTIL PAID IN FULL
IN CASH.
4.9.
[INTENTIONALLY OMITTED]
4.10.
OTHER ACTIONS.
IN ORDER TO FURTHER INSURE THE
ATTACHMENT, PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE INVESTORS TO
ENFORCE, THE SECURITY INTEREST, THE COMPANY AGREES, IN EACH CASE AT THE
COMPANY'S EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE FOLLOWING
COLLATERAL:
(A)
DEPOSIT ACCOUNTS.
FOR EACH DEPOSIT ACCOUNT
THAT THE COMPANY AT ANY TIME OPENS OR MAINTAINS AND THAT IS INCLUDED IN THE
COLLATERAL, THE COMPANY SHALL, AT AN INVESTOR'S REQUEST AND OPTION, PURSUANT TO
AN AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE INVESTORS,
EITHER: (I) CAUSE THE DEPOSITARY BANK TO AGREE