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
TERM AGENT.
(C)
ALL INSURANCE CARRIED BY THE OBLIGORS SHALL PROVIDE FOR A MINIMUM OF
THIRTY (30) DAYS' WRITTEN NOTICE OF CANCELLATION TO THE TERM COLLATERAL AGENT
AND ALL SUCH INSURANCE WHICH COVERS THE COLLATERAL SHALL INCLUDE AN ENDORSEMENT
IN FAVOR OF THE TERM COLLATERAL AGENT THAT IS REASONABLY ACCEPTABLE TO THE TERM
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 TERM AGENT FROM TIME TO TIME WITH
CERTIFICATES OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE TERM 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 TERM COLLATERAL AGENT, AT ITS OPTION, MAY OBTAIN SUCH
INSURANCE, PROVIDED, HOWEVER, THE TERM 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 ADVISE THE TERM COLLATERAL AGENT OF EACH CLAIM IN
EXCESS OF $1,000,000 (OR, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, $100,000) MADE BY ANY OBLIGOR UNDER ANY POLICY OF INSURANCE
WHICH COVERS THE COLLATERAL AND WILL PERMIT THE TERM COLLATERAL AGENT, AT THE
TERM COLLATERAL AGENT'S OPTION IN EACH INSTANCE, TO THE EXCLUSION OF THE
OBLIGORS, TO CONDUCT THE ADJUSTMENT OF EACH SUCH CLAIM IN EXCESS OF SUCH AMOUNTS
(AND, AT THE TERM COLLATERAL AGENT'S OPTION IN EACH INSTANCE, OF ALL CLAIMS
FOLLOWING THE OCCURRENCE OF ANY EVENT OF DEFAULT).
UPON AND FOLLOWING THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, THE OBLIGORS
HEREBY APPOINT THE TERM COLLATERAL AGENT AS THE OBLIGORS' ATTORNEY IN FACT TO
OBTAIN, ADJUST, SETTLE, AND CANCEL ANY INSURANCE DESCRIBED IN THIS SECTION AND
TO ENDORSE IN FAVOR OF THE TERM COLLATERAL AGENT ANY AND ALL DRAFTS AND OTHER
INSTRUMENTS WITH RESPECT TO SUCH INSURANCE.
THE WITHIN APPOINTMENT, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE UNTIL THIS AGREEMENT IS TERMINATED BY A
WRITTEN INSTRUMENT EXECUTED BY A DULY AUTHORIZED OFFICER OF THE TERM COLLATERAL
AGENT. THE TERM AGENT SHALL NOT BE LIABLE ON ACCOUNT OF ANY EXERCISE PURSUANT TO
SAID POWER EXCEPT WHERE THERE HAS BEEN A FINAL JUDICIAL DETERMINATION (IN A
PROCEEDING IN WHICH THE TERM AGENT HAD AN OPPORTUNITY TO BE HEARD) THAT SUCH
EXERCISE WAS CONDUCTED IN A GROSSLY NEGLIGENT MANNER OR IN WILLFUL MISCONDUCT.
THE TERM ADMINISTRATIVE AGENT SHALL APPLY ANY PROCEEDS OF SUCH INSURANCE AGAINST
THE LIABILITIES AS SET FORTH IN SECTION 2.6 HEREOF.
54
4.10
LICENSES; MATERIAL CONTRACTS.
EXHIBIT 4.10 is a schedule of all presently effective material