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which would result in any material adverse change in Guarantors' <br />businesses, properties, assets, goodwill or condition, financial or <br />otherwise. At Lender's option, Lender may apply any insurance <br />monies received at any time to the cost of repairs to or <br />replacement for the Collateral and/or to payment of any of the <br />Obligations, whether or not due, in any order and in such manner as <br />Lender, in its discretion, may determine. <br />(q) Guarantors will, at their cost and expense, execute <br />and deliver to Lender written reports or appraisals as to the <br />Collateral consisting of inventory listing all items and categories <br />thereof, describing the condition of same and setting forth the <br />value thereof (the lower of cost or market value of the inventory), <br />in such form as is satisfactory to Lender. <br />(r) Guarantors will (i) use, store and maintain the <br />Collateral consisting of inventory with all reasonable care and <br />caution, and (ii) use such Collateral for lawful purposes only and <br />in conformity with applicable laws, ordinances and regulations. <br />(s) At its option, Lender may discharge taxes, liens or <br />security interests or other encumbrances at any time levied or <br />placed on the Collateral and may pay for the maintenance and <br />preservation of the Collateral and each of Guarantors agrees to <br />reimburse Lender on demand, together with interest therein at the <br />rate specified in the Financing Agreements, for any payment made or <br />expense incurred by Lender in connection with the foregoing and any <br />such payment or expense shall constitute a part of the Obligations <br />secured hereby. <br />(t) All Collateral consisting of inventory shall be <br />produced in accordance with the requirements of the Federal Fair <br />Labor Standards Act of 1938, as amended and all rules, regulations <br />and orders related thereto. The Collateral consisting of inventory <br />is and will be used in Guarantors' respective businesses and not <br />for personal, family, household or farming use. Each of Guarantors <br />assumes all responsibility and liability arising from or relating <br />to the use, sale or other disposition of its inventory. <br />(u) The Financing Order has been duly entered, is valid, <br />subsisting and continuing and has not been vacated, modified, <br />reversed on appeal, or vacated or modified by any Bankruptcy Judge <br />or District Court Judge and is not subject to any pending appeal or <br />stay. <br />(v) All Obligations of Guarantors to Lender incurred <br />during the pendency of the Chapter 11 Cases or thereafter shall, in <br />addition to being secured by the collateral granted hereunder and <br />under the other Financing Agreements, constitute claims entitled to <br />super-priority under Section 362(c)(1) of the Bankruptcy Code, <br />11 U.S.C. Section 364(c)(1), as more fully set forth in the <br />Financing Order, provided, that, the administrative expense <br />priority granted to Lender pursuant to the Financing Order as in <br />- 13 - <br />