LESS THAN THE FULL AMOUNT THEREOF,
RELEASE,
14
WHOLLY OR PARTLY, ANY PERSON LIABLE FOR THE PAYMENT THEREOF OR ALLOW ANY CREDIT
OR DISCOUNT WHATSOEVER THEREON, OTHER THAN EXTENSIONS, CREDITS, DISCOUNTS,
COMPROMISES OR SETTLEMENTS GRANTED OR MADE IN THE ORDINARY COURSE OF BUSINESS
AND CONSISTENT WITH ITS CURRENT PRACTICES AND IN ACCORDANCE WITH SUCH PRUDENT
AND STANDARD PRACTICES USED IN INDUSTRIES THAT ARE THE SAME AS OR SIMILAR TO
THOSE IN WHICH SUCH GRANTOR IS ENGAGED.
SECTION 4.10.
INSURANCE. THE GRANTORS, AT THEIR OWN EXPENSE,
SHALL MAINTAIN OR CAUSE TO BE MAINTAINED INSURANCE COVERING PHYSICAL LOSS OR
DAMAGE TO THE INVENTORY AND EQUIPMENT IN ACCORDANCE WITH SECTION 5.04 OF THE
CREDIT AGREEMENT. EACH GRANTOR IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE
COLLATERAL AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE
COLLATERAL AGENT) AS SUCH GRANTOR'S TRUE AND LAWFUL AGENT (AND ATTORNEY-IN-FACT)
FOR THE PURPOSE, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, OF MAKING,
SETTLING AND ADJUSTING CLAIMS IN RESPECT OF COLLATERAL UNDER POLICIES OF
INSURANCE, ENDORSING THE NAME OF SUCH GRANTOR ON ANY CHECK, DRAFT, INSTRUMENT OR
OTHER ITEM OF PAYMENT FOR THE PROCEEDS OF SUCH POLICIES OF INSURANCE AND FOR
MAKING ALL DETERMINATIONS AND DECISIONS WITH RESPECT THERETO. IN THE EVENT THAT
ANY GRANTOR AT ANY TIME OR TIMES SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE
POLICIES OF INSURANCE REQUIRED HEREBY OR TO PAY ANY PREMIUM IN WHOLE OR
PART RELATING THERETO, THE COLLATERAL AGENT MAY, WITHOUT WAIVING OR RELEASING
ANY OBLIGATION OR LIABILITY OF THE GRANTORS HEREUNDER OR ANY EVENT OF DEFAULT,
IN ITS REASONABLE DISCRETION AND UPON PRIOR NOTICE TO THE GRANTORS OBTAIN AND
MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUM AND TAKE ANY OTHER
ACTIONS WITH RESPECT THERETO AS THE COLLATERAL AGENT DEEMS REASONABLY ADVISABLE.
ALL SUMS DISBURSED BY THE COLLATERAL AGENT IN CONNECTION WITH THIS SECTION 4.10,
INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS, OUT-OF-POCKET EXPENSES AND
OTHER CHARGES RELATING THERETO, SHALL BE PAYABLE, UPON WRITTEN DEMAND, BY THE
GRANTORS TO THE COLLATERAL AGENT AND SHALL BE ADDITIONAL OBLIGATIONS SECURED
HEREBY IN THE SAME PRIORITY AS THE ORIGINAL OBLIGATIONS. SO LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, ALL ACTIONS TO BE TAKEN WITH RESPECT TO
THE MAKING, SETTLING AND ADJUSTING OF CLAIMS UNDER INSURANCE POLICIES MAY BE
TAKEN BY THE GRANTORS WITHOUT ANY REQUIREMENT OF PARTICIPATION OR CONSENT FROM
THE COLLATERAL AGENT AND ALL PROCEEDS RECEIVED FROM ANY INSURANCE WITH RESPECT
TO ANY CLAIM MAY BE PAID DIRECTLY TO THE APPLICABLE GRANTOR TO BE APPLIED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 HEREOF.
SECTION 4.11.
CERTAIN COVENANTS AND PROVISIONS REGARDING PATENT,
TRADEMARK AND COPYRIGHT COLLATERAL. (A)
EXCEPT AS DETERMINED BY SUCH GRANTOR'S
REASONABLE BUSINESS JUDGMENT, EACH GRANTOR AGREES THAT IT WILL NOT, NOR WILL IT
PERMIT ANY OF ITS LICENSEES TO, DO ANY ACT, OR OMIT TO DO ANY ACT, WHEREBY ANY
PATENT WHICH IS MATERIAL TO THE CONDUCT OF SUCH GRANTOR'S BUSINESS MAY BECOME
INVALIDATED OR DEDICATED TO THE PUBLIC, AND AGREES THAT