SUCH COMPANIES AND INSURING AGAINST SUCH
RISKS AS IS HELD BY THE BORROWER AND GUARANTOR AND APPROVED BY LENDER AS OF THE
DATE OF EXECUTION.
THE INSURANCE COVERAGE OF THE GUARANTOR AND THE COMPANY AS
OF THE DATE OF EXECUTION HEREOF IS OUTLINED AS TO CARRIER, POLICY NUMBER,
EXPIRATION DATE, TYPE, AND AMOUNT ON EXHIBIT D, ATTACHED HERETO.
LENDER
ACKNOWLEDGES AND AGREES THAT SAID INSURANCE SHALL BE SATISFACTORY FOR ALL
PURPOSES HEREUNDER.
ALL POLICIES FOR SUCH INSURANCE SHALL CONTAIN LOSS PAYABLE
CLAUSES IN FAVOR OF THE BORROWER AND THE LENDER AS THEIR RESPECTIVE INTEREST MAY
APPEAR, AND SHALL NOT BE SUBJECT TO TERMINATION OR CANCELLATION WITHOUT THIRTY
(30) DAYS' PRIOR WRITTEN NOTICE TO THE LENDER.
CERTIFICATES OF INSURANCE OR
OTHER REASONABLE EVIDENCE THEREOF SHALL BE DEPOSITED WITH THE LENDER AS THE
LENDER MAY REQUEST FROM TIME TO TIME.
THE BORROWER HEREBY ASSIGNS AND SETS OVER
UNTO THE LENDER ALL MONIES WHICH MAY BECOME PAYABLE ON ACCOUNT OF ANY SUCH
INSURANCE AND DIRECTS THE INSURERS TO PAY THE LENDER ANY AMOUNTS SO DUE, UNLESS
THE BORROWER ELECTS TO REPLACE THE EQUIPMENT DAMAGED WITH EQUIPMENT OF SIMILAR
USE AND VALUE REASONABLY ACCEPTABLE TO LENDER. GUARANTOR MAY SELF-INSURE THE
EQUIPMENT ON BEHALF OF THE COMPANY, PROVIDED THAT AT ALL TIMES DURING SUCH
SELF-INSURANCE GUARANTOR MAINTAINS A CREDIT RATING OF INVESTMENT GRADE FOR ITS
LONG TERM DEBT.
4.
IF (I) THE BORROWER DEFAULTS IN THE PAYMENT OF ANY PRINCIPAL OR
INTEREST PAYABLE UNDER ANY NOTE GOVERNED BY THIS AGREEMENT FOR MORE THAN FIVE
(5) DAYS AFTER DATE DUE; (II) THE BORROWER DEFAULTS IN THE PAYMENT OF OR
PERFORMANCE OF ANY OTHER OBLIGATION OF THE BORROWER HEREUNDER OR UNDER ANY NOTE
HEREUNDER FOR MORE THAN THIRTY (30) DAYS AFTER EITHER THE LENDER HAS GIVEN
NOTICE OF SUCH DEFAULT TO THE BORROWER AND THE GUARANTOR; (III) ANY OTHER
REPRESENTATION OR WARRANTY MADE BY THE BORROWER IN ANY OF THE COLLATERAL
DOCUMENTS SHALL PROVE TO BE FALSE OR MISLEADING IN ANY MATERIAL RESPECT; (IV)
THERE IS A MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OF GUARANTOR, OR A
CHANGE OF OWNERSHIP OR CONTROL OF BORROWER; (V) THE GUARANTOR FAILS TO MAKE ANY
PAYMENT PAYABLE UNDER THE GUARANTY OR ANY OTHER GUARANTY MADE BY GUARANTOR FOR
THE PURPOSE OF SECURING A LOAN, OR (VI) EITHER THE BORROWER OR GUARANTOR BECOMES
INSOLVENT OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY MATURE OR
APPLIES FOR, CONSENTS TO OR ACQUIESCES IN THE APPOINTMENT OF A TRUSTEE OR
RECEIVER FOR IT OR ANY OF ITS PROPERTY, OR ANY BANKRUPTCY, REORGANIZATION, DEBT
ARRANGEMENT OR OTHER PROCEEDING, SHALL BE INSTITUTED BY OR AGAINST THE BORROWER
OR GUARANTOR, AND IF INSTITUTED AGAINST IT SHALL BE CONSENTED TO OR ACQUIESCED
IN BY IT OR SHALL NOT BE DISMISSED WITHIN A PERIOD OF SIXTY
(60) DAYS, OR ANY
MATERIAL PORTION OF THE COLLATERAL IS ATTACHED, SEIZED, SUBJECTED TO A WRIT OR
DISTRESS WARRANT OR IS LEVIED UPON AND THE SAME IS NOT REMOVED, DISCHARGED OR
RESCINDED WITHIN A PERIOD OF THIRTY (30) DAYS,