Excluded Taxes and
(ii) Other Taxes.
"Other Taxes" means any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Related Agreement.
"TAXES" MEANS ANY AND ALL PRESENT OR FUTURE TAXES, DUTIES, LEVIES, IMPOSTS,
DEDUCTIONS, ASSESSMENTS, FEES, WITHHOLDINGS OR SIMILAR CHARGES, AND ALL
LIABILITIES WITH RESPECT THERETO.
INSURANCE.
(A)
THE COMPANY SHALL BEAR THE FULL RISK OF LOSS FROM ANY LOSS OF
ANY NATURE WHATSOEVER WITH RESPECT TO THE COLLATERAL (AS DEFINED IN EACH OF THE
MASTER SECURITY AGREEMENT, THE STOCK PLEDGE AGREEMENT AND EACH OTHER SECURITY
AGREEMENT ENTERED INTO BY THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES FOR THE
BENEFIT OF THE CREDITOR PARTIES) AND THE COMPANY AND EACH OF ITS SUBSIDIARIES
WILL, JOINTLY AND SEVERALLY, BEAR THE FULL RISK OF LOSS FROM ANY LOSS OF ANY
NATURE WHATSOEVER WITH RESPECT TO THE ASSETS PLEDGED TO THE AGENT, FOR THE
RATABLE BENEFIT OF THE CREDITOR PARTIES, AS SECURITY FOR THE OBLIGATIONS (AS
DEFINED IN THE MASTER SECURITY AGREEMENT).
FURTHERMORE, THE COMPANY WILL INSURE OR CAUSE THE COLLATERAL TO BE INSURED IN
THE AGENT'S NAME AS AN ADDITIONAL INSURED AND LENDER LOSS PAYEE, WITH AN
APPROPRIATE LOSS PAYABLE ENDORSEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT, AGAINST LOSS OR DAMAGE BY FIRE, FLOOD, SPRINKLER LEAKAGE, THEFT,
BURGLARY, PILFERAGE, LOSS IN TRANSIT AND OTHER RISKS CUSTOMARILY INSURED AGAINST
BY COMPANIES IN SIMILAR BUSINESS SIMILARLY SITUATED AS THE COMPANY AND ITS
SUBSIDIARIES INCLUDING BUT NOT LIMITED TO WORKERS COMPENSATION, PUBLIC AND
PRODUCT LIABILITY AND BUSINESS INTERRUPTION, AND SUCH OTHER HAZARDS AS THE AGENT
SHALL SPECIFY IN AMOUNTS AND UNDER INSURANCE POLICIES AND
20
BONDS BY INSURERS ACCEPTABLE TO THE AGENT AND ALL PREMIUMS THEREON SHALL BE PAID
BY THE COMPANY AND THE POLICIES DELIVERED TO THE AGENT.
IF THE COMPANY OR ANY
OF ITS SUBSIDIARIES FAILS TO OBTAIN THE INSURANCE AND IN SUCH AMOUNTS OF
COVERAGE AS OTHERWISE REQUIRED PURSUANT TO THIS SECTION 6.8, THE AGENT MAY
PROCURE SUCH INSURANCE AND THE COST THEREOF SHALL BE PROMPTLY REIMBURSED BY THE
COMPANY AND SHALL CONSTITUTE OBLIGATIONS.
THE COMPANY'S INSURANCE COVERAGE SHALL NOT BE IMPAIRED OR INVALIDATED BY ANY ACT
OR NEGLECT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND THE INSURER WILL
PROVIDE THE AGENT WITH NO LESS THAN THIRTY (30) DAYS NOTICE PRIOR OF
CANCELLATION;
THE AGENT, IN CONNECTION WITH ITS STATUS AS A LENDER LOSS PAYEE, WILL BE
ASSIGNED AT ALL TIMES TO A FIRST LIEN POSITION UNTIL SUCH TIME AS ALL THE
OBLIGATIONS HAVE BEEN INDEFEASIBLY SATISFIED IN FULL.
INTELLECTUAL PROPERTY.
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 OWN OR
USE INTELLECTUAL PROPERTY INCLUDING REGISTRATIONS AND APPLICATIONS THEREFORE,
THAT ARE NECESSARY TO THE CONDUCT OF ITS BUSINESS, AS NOW CONDUCTED OR AS
PRESENTLY PROPOSED