giving effect
thereto, pro forma Excess Availability would not be less than 22.5% of the
Borrowing Base; or (B) in connection with a Liquidation, prepayments of
Indebtedness under the Term Loan Agreement in accordance with the Intercreditor
Agreement; (iii) not in contravention of any intercreditor or subordination
agreement as may be in effect with respect to other Indebtedness, and so long as
no Suspension Event or Event of Default has occurred and is continuing,
prepayments of such other Indebtedness but only to the extent that, upon and
after giving effect thereto, pro forma Excess Availability would not be less
than 22.5% of the Borrowing Base; or (iv) prepayments associated with the
redemption of the Series A Preferred Stock, in the maximum aggregate amount of
$800,000.
(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
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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 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 ALL TIMES INSURANCE COVERING SUCH
RISKS, IN SUCH AMOUNTS, CONTAINING SUCH TERMS, IN SUCH FORM, AND FOR SUCH
PERIODS CUSTOMARY FOR ENTITIES IN SIMILAR INDUSTRIES AND IN SIMILAR LOCATIONS AS
OBLIGORS, AND WRITTEN BY SUCH COMPANIES AS MAY BE REASONABLY SATISFACTORY TO THE
AGENT.
(C)
ALL INSURANCE CARRIED BY THE OBLIGORS SHALL PROVIDE FOR A MINIMUM OF
THIRTY (30) DAYS' WRITTEN NOTICE OF CANCELLATION TO THE COLLATERAL AGENT AND ALL
SUCH INSURANCE WHICH COVERS THE COLLATERAL SHALL INCLUDE AN ENDORSEMENT IN FAVOR
OF THE COLLATERAL AGENT THAT IS REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT.
(D)
THE COVERAGE REFLECTED ON EXHIBIT 4.9 PRESENTLY SATISFIES THE FOREGOING
REQUIREMENTS, IT BEING RECOGNIZED BY THE OBLIGORS, HOWEVER, THAT SUCH
REQUIREMENTS MAY CHANGE HEREAFTER TO REFLECT CHANGING CIRCUMSTANCES.
(E)
THE OBLIGORS SHALL FURNISH THE AGENT FROM TIME TO TIME WITH CERTIFICATES
OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE AGENT REGARDING COMPLIANCE BY
THE BORROWERS WITH THE FOREGOING REQUIREMENTS.
(F)
IN THE EVENT OF THE FAILURE BY THE OBLIGORS TO MAINTAIN INSURANCE AS
REQUIRED HEREIN, THE COLLATERAL AGENT, AT ITS OPTION, MAY OBTAIN SUCH INSURANCE,
PROVIDED, HOWEVER, THE COLLATERAL AGENT'S OBTAINING OF SUCH INSURANCE SHALL NOT
CONSTITUTE A CURE OR WAIVER OF ANY EVENT OF DEFAULT OCCASIONED BY THE OBLIGORS'
FAILURE TO HAVE MAINTAINED SUCH INSURANCE.
(G)
THE LEAD BORROWER SHALL