Inventory.
(a)
Each Grantor will cause its
Equipment to be maintained and preserved in the same condition, repair and
working order as when new, ordinary wear and tear excepted, and will forthwith,
or in the case of any loss or damage to any of such Equipment as soon as
practicable after the occurrence thereof, make or cause to be made all repairs,
replacements and other improvements in connection therewith that are necessary
or desirable to such end.
(B) EACH GRANTOR WILL PAY PROMPTLY WHEN DUE ALL PROPERTY AND OTHER TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON, AND ALL CLAIMS
(INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LABOR, MATERIALS AND SUPPLIES)
AGAINST, ITS EQUIPMENT AND INVENTORY, EXCEPT TO THE EXTENT PAYMENT THEREOF IS
NOT REQUIRED BY SECTION 5.01(B) OF THE LOAN AGREEMENT.
IN PRODUCING ITS
INVENTORY, EACH GRANTOR WILL COMPLY WITH THE REQUIREMENTS OF THE FAIR LABOR
STANDARDS ACT.
(C) THE COLLATERAL AGENT ACKNOWLEDGES THAT EACH GRANTOR HAS GRANTED TO THE
REVOLVER COLLATERAL AGENT (AS DEFINED IN THE GENERAL INTERCREDITOR AGREEMENT),
FOR USE UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
(AS DEFINED IN THE REVOLVING CREDIT AGREEMENT), THE IRREVOCABLE, NON-EXCLUSIVE
RIGHT AND LICENSE TO USE ALL PRESENT AND FUTURE TRADEMARKS, TRADE NAMES,
COPYRIGHTS, PATENTS OR TECHNICAL PROCESSES OWNED OR USED BY SUCH GRANTOR THAT
RELATE TO THE REVOLVER COLLATERAL (AS DEFINED IN THE GENERAL INTERCREDITOR
AGREEMENT) AND ANY OTHER COLLATERAL GRANTED BY SUCH GRANTOR AS SECURITY FOR THE
SECURED OBLIGATIONS (AS DEFINED IN THE REVOLVER SECURITY AGREEMENT), TOGETHER
WITH ANY GOODWILL ASSOCIATED THEREWITH, ALL TO THE EXTENT NECESSARY TO ENABLE
THE REVOLVER COLLATERAL AGENT TO REALIZE ON, AND EXERCISE ALL RIGHTS OF THE
REVOLVER COLLATERAL AGENT AND THE LENDER PARTIES UNDER THE REVOLVING CREDIT
AGREEMENT IN RELATION TO, THE REVOLVER COLLATERAL.
THIS RIGHT SHALL INURE TO
THE BENEFIT OF ALL SUCCESSORS, ASSIGNS AND TRANSFEREES OF THE REVOLVER
COLLATERAL AGENT.
SUCH RIGHT AND LICENSE SHALL BE GRANTED FREE OF CHARGE,
WITHOUT REQUIREMENT THAT ANY MONETARY PAYMENT WHATSOEVER BE MADE TO SUCH
GRANTOR.
Section 9. Insurance.
(a)
Each Grantor will, at its own expense, maintain
insurance with respect to its Equipment and Inventory in such amounts, against
such risks, in such form and with such insurers consistent with industry
standards.
Subject to the rights of the Term Collateral Agent under the Term
Security Agreement and the General Intercreditor Agreement, each policy of each
Grantor for liability insurance shall provide for all losses to be
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paid on behalf of the Collateral Agent and such Grantor as their interests may
appear.
Each such policy shall in addition, subject to the rights of the Term
Collateral Agent under the Term Security Agreement and the General Intercreditor
Agreement (i) name such Grantor and the Collateral Agent as insured parties
thereunder (without any representation or warranty by or obligation upon the
Collateral Agent) as their interests may appear, (ii) contain the agreement by
the insurer that any loss thereunder shall be payable to the Collateral Agent
notwithstanding any action, inaction or