OF BUSINESS, (III) THE SALE, TRANSFER,
ASSIGNMENT, DISSOLUTION OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF LARK IN STRICT ACCORDANCE WITH, AND ONLY TO THE EXTENT PERMITTED BY,
THE PURCHASE AGREEMENT, INCLUDING WITHOUT LIMITATION THE MANDATORY PREPAYMENT
PROVISIONS PERTAINING TO THE NOTES (IN OTHER WORDS, SO LONG AS THE NOTES ARE
BEING REPAID IN FULL IN CASH IN CONNECTION THEREWITH), (IV) ANY CASH ADVANCE OR
CAPITAL CONTRIBUTION TO THE PARENT; PROVIDED, THAT, THE INVESTORS HAVE A FIRST
PRIORITY, SECURITY INTEREST IN (X) ANY NOTE, INSTRUMENT OR SECURITY EVIDENCING
THE ADVANCE OR CAPITAL CONTRIBUTION TO THE PARENT AND (Y) EXCEPT AS OTHERWISE
PERMITTED UNDER SECTION 5.6(P) OF THE PURCHASE AGREEMENT, ANY CASH ADVANCE OR
CAPITAL CONTRIBUTION MADE TO THE PARENT, AND (V) ANY LICENSE OF ITS INTELLECTUAL
PROPERTY; PROVIDED, THAT, (X) THE COMPANY COMPLIES WITH THE MANDATORY PREPAYMENT
PROVISIONS OF THE NOTES TO THE EXTENT TRIGGERED BY THE EXECUTION OF, OR ENTERING
INTO, ANY SUCH LICENSE AND (Y) UNLESS THE NOTES ARE BEING REPAID IN FULL IN CASH
UPON EXECUTION OF, OR ENTERING INTO, SUCH
9
LICENSE, THE INVESTORS SHALL HAVE A FIRST PRIORITY SECURITY INTEREST IN SUCH
LICENSE AND THE PROCEEDS THEREOF; AND (B) KEEP AND MAINTAIN THE EQUIPMENT IN
GOOD OPERATING CONDITION, EXCEPT FOR ORDINARY WEAR AND TEAR, AND SHALL MAKE ALL
NECESSARY REPAIRS AND REPLACEMENTS THEREOF SO THAT THE VALUE AND OPERATING
EFFICIENCY SHALL AT ALL TIMES BE MAINTAINED AND PRESERVED.
4.8.
RISK OF LOSS; INSURANCE.
THE COMPANY SHALL
BEAR THE FULL RISK OF LOSS FROM ANY LOSS OF ANY NATURE WHATSOEVER WITH RESPECT
TO THE COLLATERAL.
THE COMPANY SHALL KEEP THE COLLATERAL INSURED AS FOLLOWS:
(A)
CASUALTY INSURANCE.
MAINTAIN EXTENDED
COVERAGE CASUALTY INSURANCE WRITTEN IN THE NAME OF THE COMPANY IN THE BROADEST
"ALL RISKS" FORM AVAILABLE ON A FULL REPLACEMENT COST BASIS COVERING ALL
COLLATERAL.
SUCH INSURANCE SHALL BE IN AMOUNTS AND WITH DEDUCTIBLE AMOUNTS THAT
ARE CUSTOMARY FOR COMPANIES IN THE SAME INDUSTRY AS THE COMPANY IN THE SAME
GEOGRAPHIC MARKET AS THE COMPANY, BUT IN NO EVENT SHALL THE COVERAGE BE LESS
THAN THE FULL INSURABLE VALUE OF THE COVERED COLLATERAL.
(B)
LIABILITY INSURANCE.
MAINTAIN COMMERCIAL
GENERAL LIABILITY INSURANCE IN THE NAME OF EACH OF THE INVESTORS, INCLUDING A
CONTRACTUAL LIABILITY ENDORSEMENT AND A COMPLETED OPERATIONS AND PERSONAL INJURY
COVERAGE, WITH A COMBINED SINGLE LIMIT FOR ANY ONE OCCURRENCE OF AT LEAST
$3,000,000.
(C)
POLICY TERMS.
ALL POLICIES SHALL MEET THE
FOLLOWING REQUIREMENTS:
(I)
OVERALL BLANKET OR EXCESS COVERAGE
POLICIES MAY BE SUPPLIED PROVIDED, HOWEVER, THAT ALL INSURANCE SHALL BE IN
AMOUNTS SUFFICIENT TO PREVENT ANY INSURED 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