Common use of Casualty and Liability Insurance Required Clause in Contracts

Casualty and Liability Insurance Required. (A) Pledgor will keep the Collateral continuously insured as may be expressly required by the Agreements. (B) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof: (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to the Collateral shall name Secured Party as mortgagee, loss payee and a party insured thereunder and any loss thereunder shall be paid directly to Secured Party. (C) Prior to expiration of any such policy, Pledgor shall furnish Secured Party with evidence reasonably satisfactory to Secured Party that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (D) Pledgor hereby irrevocably makes, constitutes and appoints Secured Party (and all officers, employees or agents designated by Secured Party), effective upon the occurrence of an Event of Default which has not been waived or cured, as Pledgor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (E) In the event Pledgor shall fail to maintain, or cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating condition, the Secured Party may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Party, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor to Secured Party and shall be additional Secured Obligations secured by the Collateral. (F) In case of any material damage to or destruction of all or any part of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiations.

Casualty and Liability Insurance Required. (Aa) Pledgor The Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (all such coverage to include provisions waiving subrogation against the Lender), with the Lender as additional insured thereunder, in amounts as shall be reasonably satisfactory to Lender; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Lender; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Lender. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by the Grantor; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsLender; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Lender; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) the Lender, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days' prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyLender; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name Secured Party the Lender as mortgagee, loss payee and the Lender as a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor the Grantor shall furnish Secured Party the Lender with evidence reasonably satisfactory to Secured Party the Lender that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor The Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Lender (and all officers, employees or agents designated by Secured Party), effective upon the occurrence of an Event of Default which has not been waived or cured, Lender) as Pledgorthe Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor the Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor the Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Lender may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to Default by the PledgorGrantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyLender, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor the Grantor to Secured Party and the Lender, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case The Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Lender to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Lender under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by the Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to the Grantor and held by the Grantor in a separate account and applied, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, the Grantor shall have a period of 30 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Lender as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of the Grantor, subject to the provisions of this Security Agreement. If the Grantor elects to repair or replace the Collateral so damaged, the Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Lender shall be entitled to receive direct and immediate payment of the proceeds of such insurance and the Grantor shall take all action as the Lender may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event the Grantor shall receive any such proceeds, the Grantor shall immediately deliver such proceeds to the Lender as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to Secured Party. Each hold such notice shall describe generally proceeds in trust for the nature Lender and extent of such damage, destruction, taking, loss, proceeding or negotiationskeep the same segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor The Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including, without limiting the generality of any other covenant herein contained: (i) casualty insurance on inventory and equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire and lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Secured Parties as additional insured parties and as loss payees, in amounts as shall be reasonably satisfactory to the Secured Parties; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located; and (iv) business interruption insurance. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A12(a) hereof: (i) may be provided by blanket policies now or hereafter maintained by the Grantor; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsSecured Parties; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to the Secured PartyParties; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to the Secured Party; (iv) Parties, except for non-payment of premium, in which case such policies shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyten (10) days' prior written notice; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 12(a)(i) carried on the Collateral shall name the Secured Party Parties, as mortgagee, loss payee payees and a party the Secured Parties as insured thereunder and any loss thereunder shall be paid directly to Secured Partyparties thereunder. (Cc) Prior to the expiration of any such policy, Pledgor the Grantor shall furnish the Secured Party Parties with evidence reasonably satisfactory to the Secured Party Parties that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor The Grantor hereby irrevocably makes, constitutes and appoints the Secured Party Parties (and all officers, employees or agents designated by the Secured Party), Parties) effective upon the occurrence and during the continuance of an Event of Default which has not been waived or curedDefault, as Pledgorthe Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor the Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (Ee) In the event Pledgor the Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Parties may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the PledgorDefault by Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by the Secured PartyParties, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Grantor to the Secured Party Parties and shall be additional Secured Obligations secured by the Collateral. (Ff) In case The Grantor agrees that to the extent that it shall not carry insurance required by Section 12(a) hereof, it shall in the event of any material damage loss or casualty pay promptly to or destruction the Secured Parties, for application in accordance with the provisions of all or any part Section 12(h) hereof, such amount as would have been received as Net Proceeds (as hereinafter defined) by the Secured Parties, under the provisions of Section 12(h) hereof had such insurance been carried to the extent required. (g) The Net Proceeds of the Collateralinsurance carried pursuant to the provisions of Sections 12(a)(ii) and 12(a)(iii) hereof shall be applied by Grantor toward extinguishment of the defect or claim or satisfaction of the liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 12(a)(i) hereof shall be paid to Grantor and held by Grantor in a separate account and applied as follows: (i) as long as no Event of Default shall have occurred and be continuing, Pledgor shall give prompt notice thereof to Secured Party. Each after any loss under any such notice shall describe generally insurance and payment of the nature and extent proceeds of such insurance, the Grantor shall have a period of 30 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets used or useful in the conduct of the business of the Grantor, subject to the provisions of this Agreement. If the Grantor elects to repair or replace the Collateral so damaged, Grantor agrees the Collateral shall be repaired to a condition substantially similar to its condition prior to damage or replaced with Collateral in a condition substantially similar to the condition of the Collateral so replaced prior to damage; and (ii) at all times during which an Event of Default shall have occurred and be continuing, destructionafter any loss under such insurance and payment of the proceeds of such insurance, takingGrantor shall immediately deliver such Net Proceeds to the Secured Parties, loss, proceeding or negotiationsas additional Collateral.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) property insurance on the Inventory and the Equipment in amounts as are customarily carried by Persons engaged in the same or similar business, against loss or damage by theft, fire, lightning, hail, wind, flooding and other hazards ordinarily included under standard extended coverage policies, and in any event with respect to flood insurance, meeting Federal and state flood insurance requirements of Governmental Authorities; (ii) false pretense insurance; (iii) garage liability and comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder; (iv) workers’ compensation insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in within such Collateral is located; and (v) business interruption insurance; provided that, the amount and scope of the aforementioned coverages shall not be expressly required by materially reduced and the Agreementsdeductibles shall not be materially increased, unless the Administrative Agent is reasonably satisfied with such reduction or increase, as applicable. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:9(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) in effect on the Closing Date, or such other insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects unless otherwise agreed to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party;Administrative Agent; and (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 9(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, lender’s loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor With respect to each claim in the amount of $500,000, each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionunder the Credit Agreement, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; replacements and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesfees and expenses of counsel, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral. (Ff) In case of any material damage to or destruction of all or any part The Net Proceeds of the insurance carried pursuant to the provisions of Sections 9(a)(ii) and 9(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid, provided that, if such Grantor has satisfied such claim or liability prior to receiving such proceeds, such proceeds shall be applied to reimburse such Grantor. (g) At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of insurance maintained pursuant to the provisions of Section 10(a)(i) and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) property insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning, hail, wind, flooding and other hazards ordinarily included under standard extended coverage policies; (ii) false pretense insurance; (iii) garage liability and comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder; (iv) workers’ compensation insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in within such Collateral is located; and (v) business interruption insurance; provided that, the amount and scope of the aforementioned coverages shall not be expressly required by materially reduced and the Agreementsdeductibles shall not be materially increased, unless the Administrative Agent is reasonably satisfied with such reduction or increase, as applicable. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:9(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) in effect on the Closing Date, or such other insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects unless otherwise agreed to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party;Administrative Agent; and (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 9(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor With respect to each claim in the amount of $500,000, each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionunder the Credit Agreement, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; replacements and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesfees and expenses of counsel, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral. (Ff) In case of any material damage to or destruction of all or any part The Net Proceeds of the insurance carried pursuant to the provisions of Sections 9(a)(ii) and 9(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid, provided that, if such Grantor has satisfied such claim or liability prior to receiving such proceeds, such proceeds shall be applied to reimburse such Grantor. (g) At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of insurance maintained pursuant to the provisions of Section 10(a)(i) and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations (or on a self-insured basis customary for companies similarly situated and in accordance with prudent business practice) including, without limitation: (i) property casualty insurance on the Inventory and the Equipment in an amount not less than the replacement cost, or actual cash value for vacated properties or properties formerly used for manufacturing and currently used for warehousing or other non-manufacturing purposes, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the General Secured Parties), with the General Collateral Agent, the Designated Collateral Subagent and each of the General Secured Parties named as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Designated Collateral Subagent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Designated Collateral Subagent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Designated Collateral Subagent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): ------------- (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsDesignated Collateral Subagent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Designated Collateral Subagent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) the Designated Collateral Subagent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days' prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Designated Collateral is located for purposes more hazardous than are permitted by said policySubagent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Designated Collateral Subagent, for the benefit of the General Secured Party Parties, as mortgagee, loss payee and a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Designated Collateral Subagent with evidence reasonably satisfactory to Secured Party the Designated Collateral Subagent that the policy or certificate has been renewed or replaced or is no longer required by this General Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Designated Collateral Subagent (and all officers, employees or agents designated by Secured Partythe Designated Collateral Subagent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe General Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Designated Collateral Subagent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or waiving any Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Partythe Designated Collateral Subagent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Designated Collateral Subagent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty which would have been insured against but for such Grantor's failure to so comply, pay promptly to the Designated Collateral Subagent, for the benefit of the General Secured Parties, to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the General Collateral Agent, for the benefit of the General Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required; provided that this Section 10(f) shall not be construed to require any payment in the event of deductibles, self-insurance permitted hereunder, denial of coverage or other circumstances in which insurance proceeds are unavailable despite compliance with Section 10(h). (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a reasonable period after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged or, (y) deliver such Net Proceeds to the General Collateral Agent, for the benefit of the General Secured Parties, as additional Collateral to be held and disposed of in accordance with the Intercreditor Agreement, subject to the provisions of this General Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Designated Collateral Subagent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Designated Collateral Subagent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such General Collateral Agent for the benefit of the General Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the General Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) property insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning, hail, wind, flooding and other hazards ordinarily included under standard extended coverage policies; (ii) false pretense insurance; (iii) garage liability and comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder; (iv) workers’ compensation insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in within such Collateral is located; and (v) business interruption insurance; provided that, the amount and scope of the aforementioned coverages shall not be expressly required by materially reduced and the Agreementsdeductibles shall not be materially increased, unless the Administrative Agent is reasonably satisfied with such reduction or increase, as applicable. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:9(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) in effect on the Closing Date, or such other insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects unless otherwise agreed to Secured Partyby the Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 9(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor With respect to each claim in the amount of $500,000, each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionunder the Credit Agreement, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacementsreplacements in accordance with Section 6.08 of the Credit Agreement; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesfees and expenses of counsel, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral. (Ff) In case of any material damage to or destruction of all or any part The Net Proceeds of the insurance carried pursuant to the provisions of Sections 9(a)(ii) and 9(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid, provided that, if such Grantor has satisfied such claim or liability prior to receiving such proceeds, such proceeds shall be applied to reimburse such Grantor. (g) At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of insurance maintained pursuant to the provisions of Section 10(a)(i) and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations (or on a self-insured basis customary for companies similarly situated and in accordance with prudent business practice) including, without limitation: (i) property insurance on the Inventory and the Equipment in an amount not less than the replacement cost, or actual cash value for vacated properties or properties formerly used for manufacturing and currently used for warehousing or other non-manufacturing purposes, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Priority Secured Parties), with the Priority Collateral Agent and each of the Priority Secured Parties named as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Priority Collateral Agent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Priority Collateral Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Priority Collateral Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsPriority Collateral Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Priority Collateral Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) the Priority Collateral Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days' prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Priority Collateral is located for purposes more hazardous than are permitted by said policyAgent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Priority Collateral Agent, for the benefit of the Priority Secured Party Parties, as mortgagee, loss payee and a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Priority Collateral Agent with evidence reasonably satisfactory to Secured Party the Priority Collateral Agent that the policy or certificate has been renewed or replaced or is no longer required by this Priority Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Priority Collateral Agent (and all officers, employees or agents designated by Secured Partythe Priority Collateral Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Priority Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Priority Collateral Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or waiving any Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyPriority Collateral Agent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Priority Collateral Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty which would have been insured against but for such Grantor's failure to so comply, pay promptly to the Priority Collateral Agent, for the benefit of the Priority Secured Parties, to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Priority Collateral Agent, for the benefit of the Priority Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required; provided that this Section 10(f) shall not be construed to require any payment in the event of deductibles, self-insurance permitted hereunder, denial of coverage or other circumstances in which insurance proceeds are unavailable despite compliance with Section 10(h). (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a reasonable period after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged or, (y) deliver such Net Proceeds to the Priority Collateral Agent, for the benefit of the Priority Secured Parties, as additional Collateral to be held and disposed of in accordance with the Intercreditor Agreement, subject to the provisions of this Priority Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Priority Collateral Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Priority Collateral Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Priority Collateral Agent for the benefit of the Priority Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Priority Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including, without limiting the generality of any other covenant herein contained: (i) casualty insurance on inventory and equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire and lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Collateral Agent), with the Collateral Agent (for the benefit of the Secured Parties) as additional insured parties and as loss payees, in amounts as shall be reasonably satisfactory to the Collateral Agent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located; and (iv) business interruption insurance. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A14(a) hereof: (i) may be provided by blanket policies now or hereafter maintained by Grantor; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsCollateral Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Collateral Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' prior written notice to Secured Party; (iv) the Collateral Agent, except for non-payment of premium, in which case such policies shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyten (10) days' prior written notice; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 14(a)(i) carried on the Collateral shall name the Collateral Agent (for the benefit of the Secured Party Parties), as mortgagee, loss payee payees and a party insured thereunder and any loss thereunder shall be paid directly to the Collateral Agent (for the benefit of the Secured PartyParties) as additional insured. (Cc) Prior to the expiration of any such policy, Pledgor Grantor shall furnish Secured Party the Collateral Agent with evidence reasonably satisfactory to Secured Party the Collateral Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Collateral Agent (and all officers, employees or agents designated by the Secured Party), Parties) effective upon the occurrence and during the continuance of an Event of Default which has not been waived or curedDefault, as PledgorGrantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (Ee) In the event Pledgor Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Collateral Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the PledgorDefault by Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Partythe Collateral Agent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Grantor to the Collateral Agent (for the benefit of the Secured Party Parties) and shall be additional Secured Obligations secured by the Collateral. (Ff) In case Grantor agrees that to the extent that it shall not carry insurance required by Section 14(a) hereof, it shall in the event of any material damage loss or casualty pay promptly to or destruction of all or any part the Collateral Agent (for the benefit of the CollateralSecured Parties), Pledgor for application in accordance with the provisions of Section 14(h) hereof, such amount as would have been received as Net Proceeds (as hereinafter defined) by the Collateral Agent, under the provisions of Section 14(h) hereof had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 12(a)(ii) and 12(a)(iii) hereof shall give prompt notice thereof be applied by Grantor toward extinguishment of the defect or claim or satisfaction of the liability with respect to Secured Party. Each which such notice insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 14(a)(i) hereof shall describe generally be paid to Grantor and held by Grantor in a separate account and applied as follows: (i) as long as no Event of Default shall have occurred and be continuing, after any loss under any such insurance and payment of the nature and extent proceeds of such insurance, Grantor shall have a period of thirty (30) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Collateral Agent (for the benefit of the Secured Parties), as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets used or useful in the conduct of the business of Grantor, subject to the provisions of this Agreement. If Grantor elects to repair or replace the Collateral so damaged, Grantor agrees the Collateral shall be repaired to a condition substantially similar to its condition prior to damage or replaced with Collateral in a condition substantially similar to the condition of the Collateral so replaced prior to damage; and (ii) at all times during which an Event of Default shall have occurred and be continuing, destructionafter any loss under such insurance and payment of the proceeds of such insurance, takingGrantor shall immediately deliver such Net Proceeds to the Collateral Agent (for the benefit of the Secured Parties), loss, proceeding or negotiationsas additional Collateral.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may be expressly required are customarily insured against by Persons of similar size, in the Agreementssame general locality and engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Partyinvolved; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, lender loss payee and a party the Administrative Agent and Lenders as additional insured thereunder and any loss thereunder shall be paid directly to Secured Partythereunder. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds Proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneysAttorneys' feesCosts, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Base Rate plus the Applicable Rate; provided, however, that before the Administrative Agent takes any such action it will notify such Grantor thereof. (Ff) In case of any material damage to to, destruction or destruction of loss of, or claim or proceeding against, all or any material part of the CollateralCollateral pledged hereunder by a Grantor, Pledgor such Grantor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationsAdministrative Agent.

Casualty and Liability Insurance Required.  (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including:  (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreements.standard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located;  (Bii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent;  (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and  (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent.  (b) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a):  (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by any Borrower;  (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictions;Administrative Agent;  (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, clause and the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Party;the Administrative Agent;  (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy;Administrative Agent;  (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Party.claim for payment.  (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement..  (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance., which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default.  (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral., and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate.  (Ff) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, such amount as would have been received as an Extraordinary Receipt by the Administrative Agent, for the benefit of the Secured Parties, had such insurance been carried to the extent required.  (g) Any Extraordinary Receipt received in connection with the insurance carried pursuant to the provisions of Sections 10(a)(i), 10(a)(ii) and 10(a)(iii) shall be applied in accordance with Section 2.05 of the Credit Agreement.  (h) In case of any material damage to to, destruction or destruction of loss of, or claim or proceeding against, all or any material part of the CollateralCollateral pledged hereunder by a Grantor, Pledgor such Grantor shall give prompt notice thereof to Secured Partythe Administrative Agent. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding claim or negotiations.proceeding. Subject to Section 10(d), each Grantor is hereby authorized and empowered to adjust or compromise any loss under any such insurance other than losses relating to claims made directly against any Secured Party as to which the insurance described in Section 10(a)(ii) or (iii) is applicable.  (i) The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any additional provisions imposing additional insurance requirements with respect to the Collateral or any other property on which a Lien is conferred under any Collateral Document. 

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may are customarily insured against by businesses of like size and type engaged in the same or similar operations, in each case in form and in amounts with such terms and provisions as shall be expressly required by the Agreementsreasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by any Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to carried on the Collateral shall (i) with respect to applicable property insurance policies, name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party (ii) with respect to applicable liability insurance policies, name the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to Within 15 days after the expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case The Net Proceeds of the liability insurance carried by each Grantor shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (g) The Net Proceeds of the property insurance carried with respect to the Collateral shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any material damage loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of thirty (30) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) except with regard to such Net Proceeds in an amount less than $500,000, deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds when an Event of Default exists, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep maintain insurance with respect to the Collateral continuously insured as may be expressly to the extent required by under Section 6.07 of the AgreementsCredit Agreement. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Partythe Administrative Agent, except for non-payment of premium, as to which such policies shall provide for at least ten (10) days’ prior written notice to the Administrative Agent; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (vii) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Secured Parties as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-agent- in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case of The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any material damage additional provisions imposing additional insurance requirements with respect to or destruction of all the Collateral or any part of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationsother property on which a Lien is conferred under any Collateral Document.

Casualty and Liability Insurance Required. (A) Pledgor will keep the Collateral continuously insured as may be expressly required by the Agreements. (B) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof: (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to the Collateral shall name Secured Party as mortgagee, loss payee and a party insured thereunder and any loss thereunder shall be paid directly to Secured Party. (C) Prior to expiration of any such policy, Pledgor shall furnish Secured Party with evidence reasonably satisfactory to Secured Party that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (D) Pledgor hereby irrevocably makes, constitutes and appoints Secured Party (and all officers, employees or agents designated by Secured Party), effective upon the occurrence of an Event of Default which has not been waived or cured, as Pledgor's true and lawful attorney (and agent-in-in- fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (E) In the event Pledgor shall fail to maintain, or cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating condition, the Secured Party may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Party, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor to Secured Party and shall be additional Secured Obligations secured by the Collateral. (F) In case of any material damage to or destruction of all or any part of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiations.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by any Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the lender’s loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Partythe Administrative Agent, except for non-payment of premium, as to which such policies shall provide for at least ten (10) days’ prior written notice to the Administrative Agent; (ivv) shall provide that the interest of Secured Party any loss shall not be impaired or invalidated by payable notwithstanding any act or neglect of Pledgor nor by the occupation negligence of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyrelevant Grantor; (vvi) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, lender’s loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, such amount as would have been received as an Extraordinary Receipt by the Administrative Agent, for the benefit of the Secured Parties, had such insurance been carried to the extent required. (g) Any Extraordinary Receipt received in connection with the insurance carried pursuant to the provisions of Sections 10(a)(i), 10(a)(ii) and 10(a)(iii) shall be applied in accordance with Section 2.05 of the Credit Agreement. (h) In case of any material damage to to, destruction or destruction of loss of, or claim or proceeding against, all or any material part of the CollateralCollateral pledged hereunder by a Grantor, Pledgor such Grantor shall give prompt notice thereof to Secured Partythe Administrative Agent. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding claim or negotiationsproceeding. Subject to Section 10(d), each Grantor is hereby authorized and empowered to adjust or compromise any loss under any such insurance other than losses relating to claims made directly against any Secured Party as to which the insurance described in Section 10(a)(ii) or (iii) is applicable. (i) The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any additional provisions imposing additional insurance requirements with respect to the Collateral or any other property on which a Lien is conferred under any Collateral Document.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by any Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, such amount as would have been received as an Extraordinary Receipt by the Administrative Agent, for the benefit of the Secured Parties, had such insurance been carried to the extent required. (g) Any Extraordinary Receipt received in connection with the insurance carried pursuant to the provisions of Sections 10(a)(i), 10(a)(ii) and 10(a)(iii) shall be applied in accordance with Section 2.05 of the Credit Agreement. (h) In case of any material damage to to, destruction or destruction of loss of, or claim or proceeding against, all or any material part of the CollateralCollateral pledged hereunder by a Grantor, Pledgor such Grantor shall give prompt notice thereof to Secured Partythe Administrative Agent. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding claim or negotiationsproceeding. Subject to Section 10(d), each Grantor is hereby authorized and empowered to adjust or compromise any loss under any such insurance other than losses relating to claims made directly against any Secured Party as to which the insurance described in Section 10(a)(ii) or (iii) is applicable. (i) The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any additional provisions imposing additional insurance requirements with respect to the Collateral or any other property on which a Lien is conferred under any Collateral Document.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured as may be expressly to the extent required by Section 6.07 of the AgreementsCredit Agreement. (Bb) Each To the extent required under the Credit Agreement, each insurance policy obtained in satisfaction of the requirements of Section 11(A10(a) hereof: shall (i) shall be by such insurer (or insurers) with respect to applicable property insurance policies, name the Administrative Agent, for the benefit of the Secured Parties, as shall be financially responsible lenders loss payee and qualified to do business in the applicable jurisdictions; (ii) shall be with respect to applicable liability insurance policies, name the Administrative Agent and Lenders as parties insured thereunder in such form and have such provisions (including, without limitation, the loss payable clause, the waiver respect of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause)any claim for payment, as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to the Collateral shall name Secured Party as mortgagee, loss payee and a party insured thereunder and any loss thereunder shall be paid directly to Secured Partyapplicable. (Cc) Prior to Within 30 days after the expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent in good faith), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable prior to the Facility Termination Date (whereupon it shall automatically terminate without any action by any Person); provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionby Section 6.07 of the Credit Agreement, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all reasonable and documented out-of-pocket sums so disbursed by Secured Partythe Administrative Agent, including reasonable attorneysAttorneys' feesCosts, court costs, expenses and other charges related thereto, shall be payable on by such Grantor to the Administrative Agent within ten (10) days following written demand by Pledgor to Secured Party and therefore, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (F) In case of any material damage to or destruction of all or any part of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiations.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks and in such amounts as are customarily insured against by businesses of like size and type engaged in the same or similar operations and consistent with Grantor's past practices, including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder as their interests may appear; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located; and (iv) business interruption insurance. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:SECTION 12(A): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictionsof recognized standing; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Partyinvolved; (iiiiv) shall prohibit provide for at least thirty (30) days' prior written notice to the Administrative Agent of any cancellation or substantial modification, termination or lapse in coverage by the insurer without insurer, except for non-payment of premium, as to which such policies shall provide for at least 30 ten (10) days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under SECTION 12(A)(I) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and as their interests may appear in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, ordinary wear and tear excepted and except as otherwise provided in the Secured Party Credit Agreement, the Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Partythe Administrative Agent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by SECTION 12(A), it shall in the event of any material damage loss or casualty pay promptly to or destruction of all or any part the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of SECTIONS 12(H), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of SECTION 12(H) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of SECTIONS 12(A)(II) and 12(A)(III) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of SECTION 12(A)(I) hereof shall, so long as no Event of Default shall have occurred and be continuing, be paid to such Grantor and applied as provided in the Credit Agreement. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds upon the occurrence and during the continuance of an Event of Default, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor The Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including, without limiting the generality of any other covenant herein contained: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire and lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Secured Parties as additional insured parties and as loss payees, in amounts as shall be reasonably satisfactory to the Secured Parties; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located; and (iv) business interruption insurance. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A12(a) hereof: (i) may be provided by blanket policies now or hereafter maintained by the Grantor; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsSecured Parties; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to the Secured PartyParties; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to the Secured Party; (iv) Parties, except for non-payment of premium, in which case such policies shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyten (10) days' prior written notice; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 12(a)(i) carried on the Collateral shall name the Secured Party Parties as mortgagee, loss payee payees and a party as insured thereunder and any loss thereunder shall be paid directly to Secured Partyparties thereunder. (Cc) Prior to the expiration of any such policy, Pledgor the Grantor shall furnish the Secured Party Parties with evidence reasonably satisfactory to the Secured Party Parties that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor The Grantor hereby irrevocably makes, constitutes and appoints the Secured Party Parties (and all officers, employees or agents designated by the Secured Party), Parties) effective upon the occurrence and during the continuance of an Event of Default which has not been waived or curedDefault, as Pledgorthe Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor the Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (Ee) In the event Pledgor the Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Parties may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the PledgorDefault by Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by the Secured PartyParties, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Grantor to the Secured Party Parties and shall be additional Secured Obligations secured by the Collateral. (Ff) In case The Grantor agrees that to the extent that it shall not carry insurance required by Section 12(a) hereof, it shall in the event of any material damage loss or casualty pay promptly to or destruction the Secured Parties, for application in accordance with the provisions of all or any part Section 12(h) hereof, such amount as would have been received as Net Proceeds (as hereinafter defined) by the Secured Parties, under the provisions of Section 12(h) hereof had such insurance been carried to the extent required. (g) The Net Proceeds of the Collateralinsurance carried pursuant to the provisions of Sections 12(a)(ii) and 12(a)(iii) hereof shall be applied by Grantor toward extinguishment of the defect or claim or satisfaction of the liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 12(a)(i) hereof shall be paid to Grantor and held by Grantor in a separate account and applied as follows: (i) as long as no Event of Default shall have occurred and be continuing, Pledgor shall give prompt notice thereof to Secured Party. Each after any loss under any such notice shall describe generally insurance and payment of the nature and extent proceeds of such insurance, the Grantor shall have a period of 30 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets used or useful in the conduct of the business of the Grantor, subject to the provisions of this Agreement. If the Grantor elects to repair or replace the Collateral so damaged, Grantor agrees the Collateral shall be repaired to a condition substantially similar to its condition prior to damage or replaced with Collateral in a condition substantially similar to the condition of the Collateral so replaced prior to damage; and (ii) at all times during which an Event of Default shall have occurred and be continuing, destructionafter any loss under such insurance and payment of the proceeds of such insurance, takingGrantor shall immediately deliver such Net Proceeds to the Secured Parties, loss, proceeding or negotiationsas additional Collateral.

Casualty and Liability Insurance Required. (Ai) Pledgor Grantor will keep the Collateral continuously insured against such risks in a manner consistent with the past practice of Grantor and otherwise as may be expressly required by under Section 7.01(c) of the AgreementsCredit Agreement. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAgent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAgent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name Secured Party the Agent, for the benefit of the Banks, as mortgagee, loss payee and as a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor Grantor shall furnish Secured Party the Agent with evidence reasonably satisfactory to Secured Party the Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Agent (and all officers, employees or agents designated by Secured Partythe Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Banks, as Pledgor's Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAgent, including reasonable attorneys' ’ fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Grantor to Secured Party and the Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Agent, for the benefit of the Banks, to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Agent, for the benefit of the Banks, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall, as long as no Event of Default shall have occurred and be continuing, be paid to Grantor and applied as follows: (1) if such Net Proceeds are $500,000.00 or less, as Grantor shall elect, or (2) if such Net Proceeds are greater than $500,000.00, then after any loss under any such insurance and payment of the proceeds of such insurance, Grantor shall have a period of thirty (30) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Agent, for the benefit of the Banks, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of Grantor, subject to the provisions of this Security Agreement. If Grantor elects to repair or replace the Collateral so damaged, Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and Grantor shall take all action as the Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event Grantor shall receive any such proceeds, Grantor shall immediately deliver such proceeds to such Agent for the benefit of the Banks as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to Secured Party. Each hold such notice shall describe generally proceeds in trust for the nature benefit of the Agent on behalf of the Banks and extent of such damage, destruction, taking, loss, proceeding or negotiationskeep the same segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured as may be expressly to the extent required by Section 6.07 of the AgreementsCredit Agreement, Section 9.2 of the 2013 Notes Agreement, Section 9.2 of the 2019 Notes Agreement and any analogous covenant under any additional Notes Documents. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party;the Collateral Agent, except for non-payment of premium, as to which such policies shall provide for at least ten (10) days’ prior written notice to the Collateral Agent; and (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (vii) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a) carried on the Collateral shall name the Collateral Agent, for the benefit of the Secured Party Creditors, as mortgagee, lenders loss payee and a party the Collateral 40349479_6 Agent and Secured Creditors as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Collateral Agent with evidence reasonably satisfactory to Secured Party the Collateral Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Collateral Agent (and all officers, employees or agents designated by Secured Partythe Collateral Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Creditors, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionhereunder, the Secured Party Collateral Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyCollateral Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Collateral Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Collateral Agent, for the benefit of the Secured Creditors, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Collateral Agent, for the benefit of the Secured Creditors, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a) with respect to comprehensive general liability insurance and workers’ compensation shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. 40349479_6 (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a) hereof with respect to casualty insurance shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of ninety (90) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Collateral Agent, for the benefit of the Secured Creditors, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Collateral Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Collateral Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Collateral Agent for the benefit of the Secured Creditors as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Creditors and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor The Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including, without limiting the generality of any other covenant herein contained: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire and lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Secured Parties as additional insured parties and as loss payees, in amounts as shall be reasonably satisfactory to the Secured Parties; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located; and (iv) business interruption insurance. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A12(a) hereof: (i) may be provided by blanket policies now or hereafter maintained by the Grantor; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsSecured Parties; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to the Secured PartyParties; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to the Secured Party; (iv) Parties, except for non-payment of premium, in which case such policies shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyten (10) days' prior written notice; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 12(a)(i) carried on the Collateral shall name the Secured Party Parties, as mortgagee, loss payee payees and a party the Secured Parties as insured thereunder and any loss thereunder shall be paid directly to Secured Partyparties thereunder. (Cc) Prior to the expiration of any such policy, Pledgor the Grantor shall furnish the Secured Party Parties with evidence reasonably satisfactory to the Secured Party Parties that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor The Grantor hereby irrevocably makes, constitutes and appoints the Secured Party Parties (and all officers, employees or agents designated by the Secured Party), Parties) effective upon the occurrence and during the continuance of an Event of Default which has not been waived or curedDefault, as Pledgorthe Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor the Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (Ee) In the event Pledgor the Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Parties may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the PledgorDefault by Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by the Secured PartyParties, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Grantor to the Secured Party Parties and shall be additional Secured Obligations secured by the Collateral. (Ff) In case The Grantor agrees that to the extent that it shall not carry insurance required by Section 12(a) hereof, it shall in the event of any material damage loss or casualty pay promptly to or destruction the Secured Parties, for application in accordance with the provisions of all or any part Section 12(h) hereof, such amount as would have been received as Net Proceeds (as hereinafter defined) by the Secured Parties, under the provisions of Section 12(h) hereof had such insurance been carried to the extent required. (g) The Net Proceeds of the Collateralinsurance carried pursuant to the provisions of Sections 12(a)(ii) and 12(a)(iii) hereof shall be applied by Grantor toward extinguishment of the defect or claim or satisfaction of the liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 12(a)(i) hereof shall be paid to Grantor and held by Grantor in a separate account and applied as follows: (i) as long as no Event of Default shall have occurred and be continuing, Pledgor shall give prompt notice thereof to Secured Party. Each after any loss under any such notice shall describe generally insurance and payment of the nature and extent proceeds of such insurance, the Grantor shall have a period of 30 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets used or useful in the conduct of the business of the Grantor, subject to the provisions of this Agreement. If the Grantor elects to repair or replace the Collateral so damaged, Grantor agrees the Collateral shall be repaired to a condition substantially similar to its condition prior to damage or replaced with Collateral in a condition substantially similar to the condition of the Collateral so replaced prior to damage; and (ii) at all times during which an Event of Default shall have occurred and be continuing, destructionafter any loss under such insurance and payment of the proceeds of such insurance, takingGrantor shall immediately deliver such Net Proceeds to the Secured Parties, loss, proceeding or negotiationsas additional Collateral.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured, by policies of insurance maintained with financially sound and reputable insurance companies, against such risks as are customarily insured as may be expressly required against by businesses of like size and type engaged in the Agreementssame or similar operations and operating in the same or similar locations. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' ’ prior written notice to Secured Party;the Administrative Agent, except for non-payment of premium, as to which such policies shall provide for at least ten (10) days’ prior written notice to the Administrative Agent; and (ivii) shall provide that name the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by Administrative Agent, for the occupation benefit of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoingSecured Parties, all insurance policies covering loss or damage to the Collateral shall name Secured Party as mortgagee, loss payee and a party or additional insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment, as applicable. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feescharges and disbursements of counsel, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the rate specified in Section 2.14(e) of the Credit Agreement. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of any liability insurance carried pursuant to the provisions of Section 10(a) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of casualty insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of 30 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured as may be expressly to the extent required by Section 6.07 of the AgreementsCredit Agreement, Section 9.2 of the 2013 Notes Agreement, Section 9.2 of the 2019 Notes Agreement and any analogous covenant under any additional Notes Documents. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party;the Collateral Agent, except for non-payment of premium, as to which such policies shall provide for at least ten (10) days’ prior written notice to the Collateral Agent; and (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (vii) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a) carried on the Collateral shall name the Collateral Agent, for the benefit of the Secured Party Creditors, as mortgagee, lenders loss payee and a party the Collateral Agent and Secured Creditors as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Collateral Agent with evidence reasonably satisfactory to Secured Party the Collateral Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Collateral Agent (and all officers, employees or agents designated by Secured Partythe Collateral Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Creditors, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionhereunder, the Secured Party Collateral Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyCollateral Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Collateral Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Collateral Agent, for the benefit of the Secured Creditors, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Collateral Agent, for the benefit of the Secured Creditors, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a) with respect to comprehensive general liability insurance and workers’ compensation shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a) hereof with respect to casualty insurance shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of ninety (90) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Collateral Agent, for the benefit of the Secured Creditors, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Collateral Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Collateral Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Collateral Agent for the benefit of the Secured Creditors as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Creditors and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Grantor will keep the Collateral continuously insured against such risks in a manner consistent with the past practice of Grantor and otherwise as may be expressly required by under Section 7.01(c) of the AgreementsCredit Agreement. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAgent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAgent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name Secured Party the Agent, for the benefit of the Banks, as mortgagee, loss payee and as a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Party. (C) claim for payment. Prior to expiration of any such policy, Pledgor Grantor shall furnish Secured Party the Agent with evidence reasonably satisfactory to Secured Party the Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dc) Pledgor Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Agent (and all officers, employees or agents designated by Secured Partythe Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Banks, as Pledgor's Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ed) In the event Pledgor Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAgent, including reasonable attorneys' ’ fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Grantor to Secured Party and the Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Fe) In case Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Agent, for the benefit of the Banks, to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Agent, for the benefit of the Banks, under the provisions of Section 10(h) had such insurance been carried to the extent required. (f) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (g) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall, as long as no Event of Default shall have occurred and be continuing, be paid to Grantor and applied as follows: (1) if such Net Proceeds are $500,000 or less, as Grantor shall elect, or (2) if such Net Proceeds are greater than $500,000, then after any loss under any such insurance and payment of the proceeds of such insurance, Grantor shall have a period of thirty (30) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Agent, for the benefit of the Banks, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of Grantor, subject to the provisions of this Security Agreement. If Grantor elects to repair or replace the Collateral so damaged, Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and Grantor shall take all action as the Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event Grantor shall receive any such proceeds, Grantor shall immediately deliver such proceeds to such Agent for the benefit of the Banks as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to Secured Party. Each hold such notice shall describe generally proceeds in trust for the nature benefit of the Agent on behalf of the Banks and extent of such damage, destruction, taking, loss, proceeding or negotiationskeep the same segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Company; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of thirty (30) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders named as additional insureds thereunder in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy;Administrative Agent; and (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgageelender’s loss payable or additional insured, loss payee as applicable, and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Each Grantor shall provide evidence of such insurance policies (including, without limitation and as applicable, AXXXX Form 28 certificates (or similar form of insurance certificate), and AXXXX Form 25 certificates (or similar form of insurance certificate)) together with such customary endorsements as the Administrative Agent may request. Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) [Reserved]. (h) In the absence of any Event of Default, the proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a) hereof shall be paid to such Grantor and applied as such Grantor may determine. (i) [Reserved]. (j) In case of any material damage to to, destruction or destruction of loss of, or claim or proceeding against, all or any material part of the CollateralCollateral pledged hereunder by a Grantor, Pledgor such Grantor shall give prompt notice thereof to Secured Partythe Administrative Agent. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding claim or negotiationsproceeding. Subject to Section 10(d), each Grantor is hereby authorized and empowered to adjust or compromise any loss under any such insurance other than losses relating to claims made directly against any Secured Party as to which the insurance described in Section 10(a)(ii) or (iii) is applicable. (k) The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any additional provisions imposing additional insurance requirements with respect to the Collateral or any other property on which a Lien is conferred under any Collateral Document.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured as may be expressly required by pursuant to the Agreementsterms of the Credit Agreement. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereofthe Credit Agreement: (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsSecured Party; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to the Secured Party; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to the Secured Party; (iv) , except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy;Party; and (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to the Collateral shall name the Secured Party as mortgagee, loss payee and as a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish the Secured Party with evidence reasonably satisfactory to the Secured Party that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints the Secured Party (and all officers, employees or agents designated by the Secured Party), effective upon the occurrence of an Event of Default which has not been waived or cured, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of a Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionhereunder, the Secured Party may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacementssame; and all sums so disbursed by Secured Party, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to the Secured Party and Party, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Post Default Rate. (Ff) In case of any material damage So long as no Default shall have occurred and be continuing, the Grantors shall be entitled to or destruction of all or any part receive payment of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent proceeds of such damageinsurance; provided, destructionthat, takingat all times during which a Default shall have occurred and be continuing, lossthe Secured Party shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Secured Party may reasonably request to accomplish such payment. In the event any Grantor shall receive any such proceeds at any times during which a Default shall have occurred and be continuing, proceeding or negotiationssuch Grantor shall immediately deliver such proceeds to the Secured Party and, pending such delivery, shall hold such proceeds in trust and keep the same segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including, without limiting the generality of any other covenant herein contained: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire and lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with Agent and Lenders as additional insured parties, in amounts as shall be reasonably satisfactory to Agent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located; and (iv) business interruption insurance. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A11(a) hereof: (i) may be provided by blanket policies now or hereafter maintained by each Grantor or the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAgent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) the Agent, except for non-payment of premium, in which case such policies shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyten (10) days' prior written notice; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 11(a)(i) carried on the Collateral shall name Secured Party the Agent, for the benefit of the Lenders, as mortgagee, loss payee and a party the Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment in excess of $250,000. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Agent with evidence reasonably satisfactory to Secured Party the Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Agent (and all officers, employees or agents designated by Secured Partythe Agent), for the benefit of the Lenders, effective upon the occurrence and during the continuance of an Event of Default which has not been waived or curedAcceleration Event, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAgent, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party the Agent and shall be additional Secured Obligations secured by the Collateral. (Ff) In case Each Grantor agrees that to the extent that it shall not carry insurance required by Section 11(a) hereof, it shall in the event of any material damage loss or casualty pay promptly to or destruction of all or any part the Agent, for the benefit of the CollateralLenders, Pledgor for application in accordance with the provisions of Section 11(h) hereof, such amount as would have been received as Net Proceeds (as hereinafter defined) by the Agent, for the benefit of the Lenders, under the provisions of Section 11(h) hereof had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall give prompt notice thereof be applied by such Grantor toward extinguishment of the defect or claim or satisfaction of the liability with respect to Secured Party. Each which such notice insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 11(a)(i) hereof shall describe generally be paid to such Grantor and held by such Grantor in a separate account and applied as follows: (i) as long as no Event of Default shall have occurred and be continuing, after any loss under any such insurance and payment of the nature and extent proceeds of such insurance, each Grantor shall have a period of 30 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Agent, for the benefit of the Lenders, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets used or useful in the conduct of the business of such Grantor, subject to the provisions of this Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to its condition prior to damage or replaced with Collateral in a condition substantially similar to the condition of the Collateral so replaced prior to damage; and (ii) at all times during which an Event of Default shall have occurred and be continuing, destructionafter any loss under such insurance and payment of the proceeds of such insurance, takingsuch Grantor shall immediately deliver such Net Proceeds to such Agent, lossfor the benefit of the Lenders, proceeding or negotiationsas additional Collateral.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than is customarily carried on such assets by companies engaged in similar businesses and owning similar properties in localities where the Borrower or its Subsidiaries operate, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required provided in the standard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in an amount not less than is customarily carried by companies engaged in similar businesses and owning similar properties in localities where the AgreementsBorrower or its Subsidiaries operate. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days' prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneysAttorneys' feesCosts, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of 90 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement, or (z) deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, for application as provided in the Credit Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (A) Pledgor Borrower will keep the Collateral continuously insured as may be expressly required by the Agreements. (B) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof: (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor Borrower nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to the Collateral shall name Secured Party as mortgagee, loss payee and a party insured thereunder and any loss thereunder shall be paid directly to Secured Party. (C) Prior to expiration of any such policy, Pledgor Borrower shall furnish Secured Party with evidence reasonably satisfactory to Secured Party that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (D) Pledgor Borrower hereby irrevocably makes, constitutes and appoints Secured Party (and all officers, employees or agents designated by Secured Party), effective upon the occurrence of an Event of Default which has not been waived or cured, as PledgorBorrower's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor Borrower on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (E) In the event Pledgor Borrower shall fail to maintain, or cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating condition, the Secured Party may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the PledgorBorrower, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Party, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor Borrower to Secured Party and shall be additional Secured Obligations secured by the Collateral. (F) In case of any material damage to or destruction of all or any part of the Collateral, Pledgor Borrower shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiations.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days' prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneysAttorneys' feesCosts, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Sections 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of thirty (30) days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may be expressly required are customarily insured against by businesses of like size and type engaged in the Agreementssame or similar operations including: (i) casualty insurance on the Inventory and the Equipment; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral; (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by any Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Partyinvolved; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to of the type described under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party insured thereunder and in respect of any loss thereunder shall be paid directly claim for payment on terms acceptable to Secured Partythe Administrative Agent. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty to the extent any Event of Default has occurred and is continuing, pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of 270 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, at all times during which an Event of Default shall have occurred and be continuing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment (including self-insurance with respect to motor vehicles) in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers' compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days' prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy;Administrative Agent; and (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, a loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgorsuch Grantor's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionhereunder, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacementssame; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneysAttorneys' feesCosts, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any material damage loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of 120 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) deliver such Net Proceeds to the Administrative Agent, for the benefit of the Secured Parties, as additional Collateral or (z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) property insurance on the Used Vehicle Inventory in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning, hail, wind, flooding and other hazards ordinarily included under standard extended coverage policies; (ii) false pretense insurance; (iii) garage liability and comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), with the Administrative Agent and the Lenders as additional insureds thereunder; (iv) workers’ compensation insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in within such Collateral is located; and (v) business interruption insurance; provided that, the amount and scope of the aforementioned coverages shall not be expressly required by materially reduced and the Agreementsdeductibles shall not be materially increased, unless the Administrative Agent is reasonably satisfied with such reduction or increase, as applicable. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:9(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) in effect on the Effective Date, or such other insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsAdministrative Agent; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects unless otherwise agreed to Secured Partyby the Administrative Agent; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Administrative Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policyAdministrative Agent; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 9(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Lenders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor With respect to each claim in the amount of $500,000, each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating conditionunder the Credit Agreement, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacementsreplacements in accordance with Section 5.3 of the Credit Agreement; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesfees and expenses of counsel, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral. (Ff) In case of any material damage to or destruction of all or any part The Net Proceeds of the insurance carried pursuant to the provisions of Sections 9(a)(ii) and 9(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid, provided that, if such Grantor has satisfied such claim or liability prior to receiving such proceeds, such proceeds shall be applied to reimburse such Grantor. (g) At all times during which an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to receive direct and immediate payment of the proceeds of insurance maintained pursuant to the provisions of Section 9(a)(i) and such Grantor shall take all action as the Administrative Agent may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Administrative Agent for the benefit of the Secured Parties as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to hold such proceeds in trust for the benefit of the Secured Party. Each such notice shall describe generally Parties and keep the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationssame segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep maintain insurance with respect to the Collateral continuously insured as may be expressly to the extent required by under Section 6.07 of the AgreementsCredit Agreement. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) shall be by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictions; (ii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Partythe Administrative Agent, except for non-payment of premium, as to which such policies shall provide for at least ten (10) days’ prior written notice to the Administrative Agent; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (vii) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name the Administrative Agent, for the benefit of the Secured Party Parties, as mortgagee, loss payee and a party the Administrative Agent and Secured Parties as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In case of The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any material damage additional provisions imposing additional insurance requirements with respect to or destruction of all the Collateral or any part of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiationsother property on which a Lien is conferred under any Collateral Document.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as may be expressly required are customarily insured against by businesses of like size and type engaged in the Agreementssame or similar operations. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:9(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible and qualified to do business in the applicable jurisdictionsof recognized standing; (iiiii) shall be in such form and have such provisions (including, without limitation, the loss payable clause, the waiver wavier of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are acceptable in all respects to Secured Party;involved. (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 thirty (30) days' ’ prior written notice to Secured Party; (iv) the Collateral Agent, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy;Agent; and (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 9(a) carried on the Collateral shall name the Collateral Agent, for the benefit of the Secured Party Parties, as mortgagee, second loss payee and a party the Collateral Agent and Holders as parties insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Collateral Agent with evidence reasonably satisfactory to Secured Party that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Collateral Agent (and all officers, employees or agents designated by Secured Partythe Collateral Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. (E) In , which appointment is coupled with an interest and is irrevocable; provided, however, that the event Pledgor shall fail powers pursuant to maintain, or cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any Collateral in good repair and good operating condition, the Secured Party may (but such appointment shall be under no obligation to), without waiving or releasing exercisable only upon the occurrence and during the continuance of any Secured Obligation or Event of Default, after giving notice to the Pledgor, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured Party, including reasonable attorneys' fees, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor to Secured Party and shall be additional Secured Obligations secured by the Collateral. (F) In case of any material damage to or destruction of all or any part of the Collateral, Pledgor shall give prompt notice thereof to Secured Party. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding or negotiations.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory and the Equipment in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Lender), with the Lender as additional insureds thereunder, in amounts as shall be reasonably satisfactory to Lender; (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Lender; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Lender. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:l0(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictionsLender; (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Partythe Lender; (iiiiv) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' ’ prior written notice to Secured Party; (iv) the Lender, except for non-payment of premium, as to which such policies shall provide that for at least ten (10) days’ prior written notice to the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy;Lender; and (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to where applicable under Section 10(a)(i) carried on the Collateral shall name Secured Party the Lender, as mortgagee, loss payee and the Lender as a party insured thereunder and in respect of any loss thereunder shall be paid directly to Secured Partyclaim for payment. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Lender with evidence reasonably satisfactory to Secured Party the Lender that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Lender (and all officers, employees or agents designated by Secured Partythe Lender), effective upon the occurrence of an Event of Default which has not been waived or cured, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Lender may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyLender, including reasonable attorneys' costs, fees, expenses and disbursements of counsel, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Lender, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) In Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any loss or casualty pay promptly to the Lender, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Lender, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) The Net Proceeds of the insurance carried pursuant to the provisions of Sections 10(a)(ii) and l0(a)(iii) shall be applied by such Grantor toward satisfaction of the claim or liability with respect to which such insurance proceeds may be paid. (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and held by such Grantor in a separate account and applied, as long as no Event of Default shall have occurred and be continuing, as follows: after any loss under any such insurance and payment of the proceeds of such insurance, each Grantor shall have a period of 90 days after payment of the insurance proceeds with respect to such loss to elect to either (x) repair or replace the Collateral so damaged, (y) apply such Net Proceeds to the acquisition of tangible assets constituting Collateral used or useful in the conduct of the business of such Grantor, subject to the provisions of this Security Agreement, or, in the case of Borrower, (z) use such Net Proceeds to prepay any material damage Loan in accordance with Section 2.04(a) of the Credit Agreement. If such Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees the Collateral shall be repaired to a condition substantially similar to or destruction of all better quality or any part higher value than its condition prior to damage or replaced with Collateral in a condition substantially similar to or of better quality or higher value than the condition of the Collateral so replaced prior to damage. At all times during which an Event of Default shall have occurred and be continuing, the Lender shall be entitled to receive direct and immediate payment of the proceeds of such insurance and such Grantor shall take all action as the Lender may reasonably request to accomplish such payment. Notwithstanding the foregoing, in the event such Grantor shall receive any such proceeds, such Grantor shall immediately deliver such proceeds to such Lender as additional Collateral, Pledgor and pending such delivery shall give prompt notice thereof to Secured Party. Each hold such notice shall describe generally proceeds in trust for the nature benefit of the Lender and extent of such damage, destruction, taking, loss, proceeding or negotiationskeep the same segregated from its other funds.

Casualty and Liability Insurance Required. (Aa) Pledgor Each Grantor will keep the Collateral continuously insured against such risks as are customarily insured against by businesses of like size and type engaged in the same or similar operations including: (i) casualty insurance on the Inventory in an amount not less than the full insurable value thereof, against loss or damage by theft, fire, lightning and other hazards ordinarily included under uniform broad form standard extended coverage policies, limited only as may be expressly required by provided in the Agreementsstandard broad form of extended coverage endorsement at the time in use in the states in which the Collateral is located; (ii) comprehensive general liability insurance against claims for bodily injury, death or property damage occurring with or about such Collateral (such coverage to include provisions waiving subrogation against the Secured Parties), in amounts as shall be reasonably satisfactory to Administrative Agent; (iii) liability insurance with respect to the operation of its facilities under the workers’ compensation laws of the states in which such Collateral is located, in amounts as shall be reasonably satisfactory to Administrative Agent; and (iv) business interruption insurance in amounts as shall be reasonably satisfactory to Administrative Agent. (Bb) Each insurance policy obtained in satisfaction of the requirements of Section 11(A) hereof:10(a): (i) may be provided by blanket policies now or hereafter maintained by each or any Grantor or by the Borrower; (ii) shall be issued by such insurer (or insurers) as shall be financially responsible responsible, of recognized standing and qualified reasonably acceptable to do business in the applicable jurisdictions;Administrative Agent; and (iiiii) shall be in such form and have such provisions (including, including without limitation, limitation the loss payable clause, the waiver of subrogation clause, the deductible amount, if any, and the standard mortgagee endorsement clause), ) as are generally considered standard provisions for the type of insurance involved and are reasonably acceptable in all respects to Secured Party; (iii) shall prohibit cancellation or substantial modification, termination or lapse in coverage by the insurer without at least 30 days' prior written notice to Secured Party; (iv) shall provide that the interest of Secured Party shall not be impaired or invalidated by any act or neglect of Pledgor nor by the occupation of the premises wherein such Collateral is located for purposes more hazardous than are permitted by said policy; (v) without limiting the generality of the foregoing, all insurance policies covering loss or damage to the Collateral shall name Secured Party as mortgagee, loss payee and a party insured thereunder and any loss thereunder shall be paid directly to Secured PartyAdministrative Agent. (Cc) Prior to expiration of any such policy, Pledgor such Grantor shall furnish Secured Party the Administrative Agent with evidence reasonably satisfactory to Secured Party the Administrative Agent that the policy or certificate has been renewed or replaced or is no longer required by this Security Agreement. (Dd) Pledgor Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and all officers, employees or agents designated by Secured Partythe Administrative Agent), effective upon for the occurrence benefit of an Event of Default which has not been waived or curedthe Secured Parties, as Pledgor's such Grantor’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Pledgor such Grantor on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to such policies of insurance, which appointment is coupled with an interest and is irrevocable; provided, however, that the powers pursuant to such appointment shall be exercisable only upon the occurrence and during the continuation of an Event of Default. (Ee) In the event Pledgor such Grantor shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required hereunder or shall fail to keep any of its Collateral in good repair and good operating condition, the Secured Party Administrative Agent may (but shall be under no obligation to), without waiving or releasing any Secured Obligation or Default or Event of Default, after giving notice to the PledgorDefault by such Grantor hereunder, contract for the required policies of insurance and pay the premiums on the same or make any required repairs, renewals and replacements; and all sums so disbursed by Secured PartyAdministrative Agent, including reasonable attorneys' feesAttorneys’ Costs, court costs, expenses and other charges related thereto, shall be payable on demand by Pledgor such Grantor to Secured Party and the Administrative Agent, shall be additional Secured Obligations secured by the Collateral, and (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate. (Ff) Each Grantor agrees that to the extent that it shall fail to maintain, or fail to cause to be maintained, the full insurance coverage required by Section 10(a), it shall in the event of any loss or casualty pay promptly to the Administrative Agent, for the benefit of the Secured Parties, to be held in a separate account for application in accordance with the provisions of Section 10(h), such amount as would have been received as Net Proceeds (as hereinafter defined) by the Administrative Agent, for the benefit of the Secured Parties, under the provisions of Section 10(h) had such insurance been carried to the extent required. (g) [reserved]. (h) In the absence of any Event of Default, the proceeds of the insurance carried with respect to the Collateral pursuant to the provisions of Section 10(a) hereof shall be paid to such Grantor and applied as such Grantor may determine. (i) [reserved]. (j) In case of any material damage to to, destruction or destruction of loss of, or claim or proceeding against, all or any material part of the CollateralCollateral pledged hereunder by a Grantor, Pledgor such Grantor shall give prompt notice thereof to Secured Partythe Administrative Agent. Each such notice shall describe generally the nature and extent of such damage, destruction, taking, loss, proceeding claim or negotiationsproceeding. Subject to Section 10(d), each Grantor is hereby authorized and empowered to adjust or compromise any loss under any such insurance other than losses relating to claims made directly against any Secured Party as to which the insurance described in Section 10(a)(ii) or (iii) is applicable. (k) The provisions contained in this Security Agreement pertaining to insurance shall be cumulative with any additional provisions imposing additional insurance requirements with respect to the Collateral or any other property on which a Lien is conferred under any Collateral Document.