TIME HAVE ACCESS TO THE ASSETS OR FUNDS OF
THE MAKERS 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 MAKERS ARE ENGAGED IN BUSINESS; AND (V) FURNISH
PAYEE 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
MAKER'S WORKERS' COMPENSATION POLICY, FROM AND AFTER DISCHARGE OF THE SENIOR
LENDER CLAIMS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) ENDORSEMENTS TO SUCH
POLICIES NAMING PAYEE AS "CO-INSURED" OR "ADDITIONAL INSURED" AND APPROPRIATE
LOSS PAYABLE ENDORSEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO PAYEE, NAMING
PAYEE AS LOSS PAYEE, AND (Z) EVIDENCE THAT AS TO PAYEE THE INSURANCE COVERAGE
SHALL NOT BE IMPAIRED OR INVALIDATED BY ANY ACT OR NEGLECT OF THE MAKERS, AND
THE INSURER WILL PROVIDE PAYEE WITH AT LEAST THIRTY (30) DAYS NOTICE PRIOR TO
CANCELLATION.
THE MAKERS SHALL INSTRUCT THE INSURANCE CARRIERS THAT IN THE
EVENT OF ANY LOSS THEREUNDER, THE CARRIERS SHALL MAKE PAYMENT FOR SUCH LOSS TO
THE MAKERS AND PAYEE JOINTLY.
IN THE EVENT THAT AS OF THE DATE OF RECEIPT OF
EACH LOSS RECOVERY UPON ANY SUCH INSURANCE, THE PAYEE HAS NOT DECLARED AN EVENT
OF DEFAULT, THEN THE MAKERS SHALL BE PERMITTED TO DIRECT THE APPLICATION OF SUCH
LOSS RECOVERY PROCEEDS TOWARD INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT THAT
WOULD COMPRISE COLLATERAL, WITH ANY SURPLUS FUNDS TO BE APPLIED TOWARD PAYMENT
OF THE OBLIGATIONS OF THE MAKERS TO PAYEE.
IN THE EVENT THAT PAYEE HAS PROPERLY
DECLARED AN EVENT OF DEFAULT, THEN ALL LOSS RECOVERIES RECEIVED BY PAYEE UPON
ANY SUCH INSURANCE THEREAFTER MAY BE APPLIED TO THE OBLIGATIONS OF THE MAKERS
HEREUNDER, IN SUCH ORDER AS THE PAYEE MAY DETERMINE.
ANY SURPLUS (FOLLOWING
SATISFACTION OF ALL OBLIGATIONS OF MAKER TO PAYEE) SHALL BE PAID BY PAYEE TO THE
MAKERS OR APPLIED AS MAY BE OTHERWISE REQUIRED BY LAW.
ANY DEFICIENCY THEREON
SHALL BE PAID BY THE MAKERS TO PAYEE ON DEMAND.
(E)
INSPECTION.
EACH MAKER SHALL PERMIT THE
PAYEE, AND EACH OF ITS DULY AUTHORIZED REPRESENTATIVES AND AGENTS TO VISIT AND
INSPECT ANY OF ITS PROPERTY, CORPORATE BOOKS, AND FINANCIAL RECORDS, TO EXAMINE
AND MAKE COPIES OF ITS BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS, AND TO
DISCUSS ITS AFFAIRS, FINANCES, AND ACCOUNTS WITH, AND TO BE ADVISED AS TO THE
SAME BY, ITS OFFICERS, EMPLOYEES AND INDEPENDENT PUBLIC ACCOUNTANTS (AND BY THIS
PROVISION EACH MAKER HEREBY AUTHORIZES SUCH ACCOUNTANTS TO DISCUSS WITH THE
PAYEE THE FINANCES AND AFFAIRS OF THE MAKERS) UPON REASONABLE NOTICE AND AT SUCH
REASONABLE TIMES AND INTERVALS AS THE PAYEE MAY REASONABLY DESIGNATE.
16
(F)
INTELLECTUAL PROPERTY.
EACH MAKER SHALL
MAINTAIN IN FULL FORCE AND EFFECT ITS