THE AGGREGATE
(WITHOUT DUPLICATION OF THE PERMITTED REPURCHASES SET FORTH IN SECTION 4.20).
(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 EFFECT.
THE OBLIGORS ARE NOT IN MATERIAL DEFAULT OR VIOLATION OF
ANY SUCH POLICY AND, TO THEOBLIGOR'S KNOWLEDGE, NO ISSUER IS IN MATERIAL DEFAULT
OR VIOLATION OF ANY SUCH POLICY.
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(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 ADVISE THE 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 COLLATERAL AGENT, AT THE
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
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
COLLATERAL AGENT AS