TIME HAVE ACCESS TO THE ASSETS
OR FUNDS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES EITHER DIRECTLY OR THROUGH
GOVERNMENTAL AUTHORITY TO DRAW UPON SUCH FUNDS OR TO DIRECT GENERALLY THE
DISPOSITION OF SUCH ASSETS; (III) MAINTAIN PUBLIC AND PRODUCT LIABILITY
INSURANCE AGAINST CLAIMS FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE SUFFERED
BY OTHERS; (IV) MAINTAIN ALL SUCH WORKER'S COMPENSATION OR SIMILAR INSURANCE AS
MAY BE REQUIRED UNDER THE LAWS OF ANY STATE OR JURISDICTION IN WHICH THE COMPANY
OR THE RESPECTIVE SUBSIDIARY IS ENGAGED IN BUSINESS; AND (V) FURNISH THE
PURCHASER WITH (X) COPIES OF ALL POLICIES AND EVIDENCE OF THE MAINTENANCE OF
SUCH POLICIES AT LEAST THIRTY (30) DAYS BEFORE ANY EXPIRATION DATE, (Y)
EXCEPTING THE COMPANY'S WORKERS' COMPENSATION POLICY, ENDORSEMENTS TO SUCH
POLICIES NAMING THE PURCHASER AS "CO-INSURED" OR "ADDITIONAL INSURED" AND
APPROPRIATE LOSS PAYABLE ENDORSEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO THE
PURCHASER, NAMING THE PURCHASER AS LOSS PAYEE, AND (Z) EVIDENCE THAT AS TO THE
PURCHASER THE INSURANCE COVERAGE SHALL NOT BE IMPAIRED OR INVALIDATED BY ANY ACT
OR NEGLECT OF THE COMPANY OR ANY SUBSIDIARY AND THE INSURER WILL PROVIDE THE
PURCHASER WITH AT LEAST THIRTY (30) DAYS NOTICE PRIOR TO CANCELLATION. THE
COMPANY AND EACH SUBSIDIARY SHALL INSTRUCT THE INSURANCE CARRIERS THAT IN THE
EVENT OF ANY LOSS THEREUNDER, THE CARRIERS SHALL MAKE PAYMENT FOR SUCH LOSS TO
THE COMPANY AND/OR THE SUBSIDIARY AND THE PURCHASER JOINTLY. IN THE EVENT THAT
AS OF THE DATE OF RECEIPT OF EACH LOSS RECOVERY UPON ANY SUCH INSURANCE, THE
PURCHASER HAS NOT DECLARED AN EVENT OF DEFAULT WITH RESPECT TO THIS AGREEMENT OR
ANY OF THE RELATED AGREEMENTS, THEN THE COMPANY 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
18
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