OBSERVE AND PERFORM
ALL OF THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT
THEREUNDER, TO THE EXTENT THAT ANY SUCH LICENSES ARE MATERIAL TO THE CONDUCT OF
ITS BUSINESS.
NONE OF AGENT OR ANY LENDER SHALL HAVE ANY OBLIGATION OR
LIABILITY UNDER ANY SUCH LICENSE BY REASON OF OR ARISING OUT OF THIS AGREEMENT,
THE GRANTING OF A LIEN, IF ANY, IN SUCH LICENSE OR THE RECEIPT BY AGENT (ON
BEHALF OF ITSELF AND LENDERS) OF ANY PAYMENT RELATING TO ANY SUCH LICENSE.
NONE
OF AGENT OR ANY LENDER SHALL BE REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM
OR FULFILL ANY OF THE OBLIGATIONS OF ANY LOAN PARTY UNDER OR PURSUANT TO ANY
LICENSE, OR TO MAKE ANY PAYMENT, OR TO MAKE ANY INQUIRY AS TO THE NATURE OR THE
SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE
BY ANY PARTY UNDER ANY LICENSE, OR TO PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY
ACTION TO COLLECT OR ENFORCE ANY PERFORMANCE OR THE PAYMENT OF ANY AMOUNTS WHICH
MAY HAVE BEEN ASSIGNED TO IT OR WHICH IT MAY BE ENTITLED AT ANY TIME OR TIMES.
6.8.
SPECIAL COLLATERAL COVENANTS.
(A)
EACH LOAN PARTY SHALL REMAIN IN POSSESSION OF ITS RESPECTIVE
COLLATERAL SOLELY AT THE LOCATION(S) SPECIFIED ON THE PERFECTION CERTIFICATE;
EXCEPT THAT AGENT, ON BEHALF OF ITSELF AND LENDERS, SHALL HAVE THE RIGHT TO
POSSESS (I) ANY CHATTEL PAPER OR INSTRUMENT THAT CONSTITUTES A PART OF THE
COLLATERAL, (II) ANY OTHER COLLATERAL IN WHICH AGENT'S SECURITY INTEREST (ON
BEHALF OF ITSELF AND LENDERS) MAY BE PERFECTED ONLY BY POSSESSION AND (III) ANY
COLLATERAL AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT IN ACCORDANCE WITH THIS
AGREEMENT AND THE OTHER DEBT DOCUMENTS.
(B)
EACH LOAN PARTY SHALL (I) USE THE COLLATERAL ONLY IN ITS TRADE OR
BUSINESS, (II) MAINTAIN ALL OF THE COLLATERAL IN GOOD OPERATING ORDER AND
REPAIR, NORMAL WEAR AND TEAR EXCEPTED, AND (III) USE AND MAINTAIN THE COLLATERAL
ONLY IN MATERIAL COMPLIANCE WITH MANUFACTURERS' RECOMMENDATIONS AND ALL
APPLICABLE LAWS.
(C)
AGENT AND LENDERS DO NOT AUTHORIZE AND EACH LOAN PARTY AGREES IT
SHALL NOT (I) PART WITH POSSESSION OF ANY OF THE COLLATERAL (EXCEPT TO AGENT (ON
BEHALF OF ITSELF AND LENDERS), FOR MAINTENANCE AND REPAIR OR FOR A PERMITTED
DISPOSITION), OR (II) REMOVE ANY OF THE COLLATERAL FROM THE CONTINENTAL UNITED
STATES.
(D)
EACH LOAN PARTY SHALL PAY PROMPTLY WHEN DUE ALL TAXES, LICENSE FEES,
ASSESSMENTS AND PUBLIC AND PRIVATE CHARGES LEVIED OR ASSESSED ON ANY OF THE
COLLATERAL, ON ITS USE, OR ON THIS AGREEMENT OR ANY OF THE OTHER DEBT
DOCUMENTS.
IN THE EVENT ANY LOAN PARTY FAILS TO PAY ANY TAXES, LICENSE FEES,
ASSESSMENTS AND PUBLIC AND PRIVATE CHARGES LEVIED OR ASSESSED ON ANY OF THE
COLLATERAL WHEN DUE, AT ITS OPTION, AGENT MAY DISCHARGE TAXES, LIENS, SECURITY
INTERESTS OR OTHER ENCUMBRANCES AT ANY TIME LEVIED OR PLACED ON THE COLLATERAL
AND MAY PAY FOR THE MAINTENANCE, INSURANCE AND PRESERVATION OF THE COLLATERAL
AND