THE INCOME, PROFITS, PROPERTY OR BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES;
PROVIDED, HOWEVER, THAT ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY NEED NOT BE
PAID CURRENTLY IF (I) THE VALIDITY THEREOF SHALL CURRENTLY AND DILIGENTLY BE
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (II) SUCH TAX, ASSESSMENT,
CHARGE OR LEVY SHALL HAVE NO EFFECT ON THE LIEN PRIORITY OF THE PURCHASER IN ANY
PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND (III) IF THE COMPANY
AND/OR SUCH SUBSIDIARY SHALL HAVE SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH
RESPECT THERETO IN ACCORDANCE WITH GAAP; AND PROVIDED, FURTHER, THAT THE COMPANY
AND ITS SUBSIDIARIES WILL PAY ALL SUCH TAXES, ASSESSMENTS, CHARGES OR LEVIES
FORTHWITH UPON THE COMMENCEMENT OF PROCEEDINGS TO FORECLOSE ANY LIEN WHICH MAY
HAVE ATTACHED AS SECURITY THEREFOR.
7.8
INSURANCE.
(I) 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 PURCHASER) 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 PURCHASER 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 PURCHASER'S NAME AS AN ADDITIONAL INSURED AND LENDER LOSS PAYEE, WITH AN
APPROPRIATE LOSS PAYABLE ENDORSEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE
PURCHASER, 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
PURCHASER SHALL SPECIFY IN AMOUNTS AND UNDER INSURANCE POLICIES AND BONDS BY
INSURERS ACCEPTABLE TO THE PURCHASER AND ALL PREMIUMS THEREON SHALL BE PAID BY
THE COMPANY AND THE POLICIES DELIVERED TO THE PURCHASER.
IF THE COMPANY OR ANY
OF ITS SUBSIDIARIES FAILS TO OBTAIN
19
the insurance and in such amounts of coverage as otherwise required pursuant to
this Section 6.8, the Purchaser may procure such insurance and the cost thereof
shall be promptly reimbursed by the Company and shall constitute Obligations.
(II)
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 PURCHASER WITH NO LESS THAN THIRTY (30) DAYS NOTICE
PRIOR OF CANCELLATION;
(III)
THE PURCHASER, 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 PURCHASER'S OBLIGATIONS HAVE BEEN INDEFEASIBLY SATISFIED IN FULL.
7.9
INTELLECTUAL PROPERTY.
EACH OF THE COMPANY AND