the
acquisition of such Acquired
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REAL PROPERTY, THE LEAD BORROWER WILL USE ITS COMMERCIALLY REASONABLE BEST
EFFORTS TO CAUSE A MORTGAGE ON SUCH ACQUIRED REAL PROPERTY (IN THE EVENT THAT
SUCH ACQUIRED REAL PROPERTY HAS A FAIR MARKET VALUE IN EXCESS OF $2,500,000) TO
BE GRANTED IN FAVOR OF THE TERM COLLATERAL AGENT, IT BEING UNDERSTOOD THAT ANY
SUCH MORTGAGE GRANTED TO THE TERM COLLATERAL AGENT MAY BE SUBORDINATE TO ANY
EXISTING OR NEW MORTGAGE OR OTHER LIEN ASSUMED OR GRANTED IN CONNECTION WITH
SUCH ACQUISITION BY THE OBLIGORS OF SUCH ACQUIRED REAL PROPERTY; AND PROVIDED
FURTHER THAT ANY SUCH INDEBTEDNESS INCURRED PURSUANT TO THIS CLAUSE (X) IN
EXCESS OF $2,500,000, TOGETHER WITH ALL INDEBTEDNESS INCURRED PURSUANT TO CLAUSE
(IX) ABOVE, SHALL NOT EXCEED $20,000,000 IN THE AGGREGATE;
(XI)
INDEBTEDNESS IN AN AMOUNT NOT TO EXCEED
$800,000 RELATED TO THE REDEMPTION OF THE SERIES A PREFERRED STOCK;
(XII)
INDEBTEDNESS ON ACCOUNT OF THE SPECIAL PURPOSE
CREDIT; AND
(XIII)
ANY INDEBTEDNESS BETWEEN ANY OF THE BORROWERS.
(B)
THE OBLIGORS SHALL NOT PERMIT MORE THAN 25% OF THAT PORTION OF THE
AGGREGATE OF THEIR INDEBTEDNESS FOR THE PURCHASE OF GOODS OR SERVICES WHICH IS
NOT THE SUBJECT OF A GOOD FAITH DISPUTE TO REMAIN UNPAID MORE THAN 30 DAYS
BEYOND THEN CURRENT TRADE TERMS PROVIDED TO THE SUBJECT BORROWER BY THE SUPPLIER
OF SUCH GOODS AND SERVICES.
(C)
THE OBLIGORS SHALL NOT PREPAY OTHER INDEBTEDNESS OTHER THAN (I)
THE LIABILITIES, (II) PREPAYMENTS PERMITTED UNDER THE REVOLVING LOAN AGREEMENT
(AS IN EFFECT ON THE DATE HEREOF), (III) PREPAYMENTS WITH RESPECT TO LIQUIDATION
OF THE COLLATERAL, (IV) PREPAYMENTS OF INDEBTEDNESS PURSUANT TO SECTION
4.8(A)(XI) ABOVE, AND (V) SO LONG AS DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING AT THE TIME OF SUCH PAYMENT, AND SUCH PAYMENTS ARE NOT
PROHIBITED BY THE TERMS OF ANY APPLICABLE SUBORDINATION AGREEMENT OR
INTERCREDITOR AGREEMENT, OTHER PREPAYMENTS THAT, TOGETHER WITH ALL OTHER
PAYMENTS MADE UNDER THIS SECTION 4.8(C) (V) AND SECTION 4.20(B) (III) AFTER THE
CLOSING DATE, DO NOT EXCEED THE PERMITTED PAYMENTS AMOUNT.
(D)
EXCEPT FOR PREPAYMENTS PERMITTED UNDER SECTION 4.8(C), THE
BORROWERS SHALL NOT MAKE ANY PAYMENT OF ANY PART OR ALL OF ANY SUBORDINATED
DEBT, OR TAKE ANY OTHER ACTION OR OMIT TO TAKE ANY OTHER ACTION IN RESPECT OF
ANY SUBORDINATED DEBT IN CONTRAVENTION OF THE WRITTEN TERMS OF ANY INSTRUMENT
EVIDENCING SUCH SUBORDINATED DEBT, OR ENTER INTO ANY AGREEMENT (WRITTEN OR ORAL)
WHICH COULD IN ANY WAY BE CONSIDERED TO AMEND, MODIFY OR TERMINATE ANY
INSTRUMENT OR AGREEMENT EVIDENCING OR RELATING TO SUBORDINATED DEBT.
4.9
INSURANCE.
(A)
EXHIBIT 4.9, IS A SCHEDULE OF ALL INSURANCE POLICIES OWNED BY THE OBLIGORS
OR UNDER WHICH THE OBLIGORS ARE THE NAMED INSURED.
EACH OF SUCH POLICIES IS IN
FULL FORCE AND
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EFFECT.
THE OBLIGORS ARE NOT IN MATERIAL DEFAULT OR VIOLATION OF ANY SUCH
POLICY AND, TO THE OBLIGORS' KNOWLEDGE, NO ISSUER IS IN MATERIAL DEFAULT OR
VIOLATION OF ANY SUCH POLICY.
(B)
THE OBLIGORS SHALL HAVE AND MAINTAIN AT