AND/OR SUCH SUBSIDIARY SHALL BE PERMITTED TO DIRECT THE APPLICATION OF SUCH LOSS
RECOVERY PROCEEDS TOWARD INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT THAT WOULD
COMPRISE "COLLATERAL" SECURED BY THE PURCHASER'S SECURITY INTEREST PURSUANT TO
THE MASTER SECURITY AGREEMENT OR SUCH OTHER SECURITY AGREEMENT AS SHALL BE
REQUIRED BY THE PURCHASER, WITH ANY SURPLUS FUNDS TO BE APPLIED TOWARD PAYMENT
OF THE OBLIGATIONS OF THE COMPANY TO THE PURCHASER.
IN THE EVENT THAT THE
PURCHASER HAS PROPERLY DECLARED AN EVENT OF DEFAULT WITH RESPECT TO THIS
AGREEMENT OR ANY OF THE RELATED AGREEMENTS, THEN ALL LOSS RECOVERIES RECEIVED BY
THE PURCHASER UPON ANY SUCH INSURANCE THEREAFTER MAY BE APPLIED TO THE
OBLIGATIONS OF THE COMPANY HEREUNDER AND UNDER THE RELATED AGREEMENTS, IN SUCH
ORDER AS THE PURCHASER MAY DETERMINE.
ANY SURPLUS (FOLLOWING SATISFACTION OF
ALL COMPANY OBLIGATIONS TO THE PURCHASER) SHALL BE PAID BY THE PURCHASER TO THE
COMPANY OR APPLIED AS MAY BE OTHERWISE REQUIRED BY LAW.
ANY DEFICIENCY THEREON
SHALL BE PAID BY THE COMPANY OR THE SUBSIDIARY, AS APPLICABLE, TO THE PURCHASER,
ON DEMAND.
6.9
INTELLECTUAL PROPERTY.
EACH OF THE COMPANY
AND EACH OF ITS SUBSIDIARIES SHALL MAINTAIN IN FULL FORCE AND EFFECT ITS
EXISTENCE, RIGHTS AND FRANCHISES AND ALL LICENSES AND OTHER RIGHTS TO USE
INTELLECTUAL PROPERTY OWNED OR POSSESSED BY IT AND REASONABLY DEEMED TO BE
NECESSARY TO THE CONDUCT OF ITS BUSINESS.
6.10
PROPERTIES.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES WILL KEEP ITS PROPERTIES IN GOOD REPAIR, WORKING ORDER AND
CONDITION, REASONABLE WEAR AND TEAR EXCEPTED, AND FROM TIME TO TIME MAKE ALL
NEEDFUL AND PROPER REPAIRS, RENEWALS, REPLACEMENTS, ADDITIONS AND IMPROVEMENTS
THERETO; AND EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES WILL AT ALL TIMES
COMPLY WITH EACH PROVISION OF ALL LEASES TO WHICH IT IS A PARTY OR UNDER WHICH
IT OCCUPIES PROPERTY IF THE BREACH OF SUCH PROVISION COULD, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.11
CONFIDENTIALITY.
THE COMPANY WILL NOT, AND WILL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DISCLOSE, AND WILL NOT INCLUDE IN ANY
PUBLIC ANNOUNCEMENT, THE NAME OF THE PURCHASER, UNLESS EXPRESSLY AGREED TO BY
THE PURCHASER OR UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR
APPLICABLE REGULATION, AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY DISCLOSE THE PURCHASER'S IDENTITY
AND THE TERMS OF THIS AGREEMENT TO ITS CURRENT AND PROSPECTIVE DEBT AND EQUITY
FINANCING SOURCES.
Required Approvals.
Subject to the provisions of that certain Amended and
Restated Loan and Security Agreement dated as of December 31, 2004 among Fleet
Capital Corporation, the Company, International Wholesale Tile, Inc. ("IWT"),
The Tile Club, Inc. ("Tile Club") and Import Flooring Group, Inc. ("Import") (as
amended, modified or supplemented from time to time, the "Working Capital Lender
Loan Agreement") and all agreements, instruments, documents,
mortgages,
pledges, powers of attorney, consents, assignments, contracts, notice, security
agreements, trust agreements and guarantees executed in connection with the
Working Capital Lender Loan Agreement