Common use of Casualty Insurance; Business Interruption Insurance Clause in Contracts

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrower, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original (or certified) copies of such policies of insurance have been or shall be, within 90 days of the Closing Date, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, Borrower shall cause to be executed and delivered to Administrative Agent an assignment of proceeds of its business interruption insurance policies. Borrower hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent. Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as Borrower’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 Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, however, that Borrower shall have the right to make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000.

Casualty Insurance; Business Interruption Insurance. Keep Keep, and cause each other Loan Party to keep, the Collateral and other assets and properties of the Loan Parties properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of BorrowerBorrowers or such Loan Party, as applicable, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactoryLender. Original (or certified) copies of such policies of insurance have been or shall be, within 90 ninety (90) days of the Closing Date, delivered to Administrative AgentLender, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative AgentLender, showing loss under such insurance policies payable to Administrative AgentLender. Such endorsement, or an independent instrument furnished to Administrative AgentLender, shall provide that the insurance company shall give Administrative Agent (or shall endeavor to give) Lender at least 30 thirty (30) days written notice before any such policy of insurance is altered or canceled (or ten (10) days written notice in the event such cancellation or alteration is a result of a failure to make payment pursuant to the applicable policy) and that no act, whether willful or negligent, or default of Borrower any Borrower, any other Loan Party or any other Person shall affect the right of Administrative Agent or Lenders Lender to recover under such policy of insurance in case of loss or damage. In addition, Borrower Borrowers shall cause to be executed and delivered to Administrative Agent Lender an assignment of proceeds of its business interruption insurance policies. Each Borrower and each other Loan Party hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative AgentLender. Each Borrower and each other Loan Party irrevocably makes, constitutes and appoints Administrative Agent Lender (and all officers, employees or agents designated by Administrative AgentLender) as Borrowersuch Person’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 Borrower such Person on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have the right to occurred and is continuing, such Person may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000500,000 per claim and $1,000,000 in the aggregate per Fiscal Year for all such claims without Lender’s consent.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of such Borrower, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original (or certified) copies Copies of such policies of insurance have been or shall be, within 90 ninety (90) days of the Closing Date, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) days written notice (or such other number of days approved by Administrative Agent) before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of such Borrower or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, each Borrower shall cause to be executed and delivered to Administrative Agent an assignment of proceeds of its business interruption insurance policies. Each Borrower hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as Borrower’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 such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have the right to occurred and is continuing, such Borrower may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000500,000 in the aggregate without Administrative Agent’s consent.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral and other assets of the Borrowers properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowerthe Borrowers, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original (or certified) copies of such policies of insurance have been or shall be, within 90 ninety (90) days of after the Closing Datedate hereof, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower the Borrowers or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, within thirty (30) days after the date of this Agreement, each Borrower shall cause its insurance broker to be executed execute and delivered deliver to Administrative Agent an assignment of agreement in form and substance acceptable to Administrative Agent providing that all proceeds of its business interruption insurance policiespolicies shall be paid to Administrative Agent for application to the Obligations, or, upon satisfaction of all then-outstanding Obligations, to the Borrowers. Borrower The Borrowers hereby directs direct all insurers under all policies of insurance to pay all proceeds payable thereunder in excess of $500,000 directly to Administrative AgentAgent at any time that Obligations are outstanding, subject to any requirements of the Second Lien Notes Intercreditor Agreement. Borrower Subject to the requirements of the Second Lien Notes Intercreditor Agreement, the Borrowers irrevocably makesmake, constitutes constitute and appoints appoint Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as each Borrower’s true and lawful attorney (and agent-in-fact), effective only during any period(s) when any Obligations are outstanding, for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Borrower the Borrowers on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have occurred and is continuing, the right to Borrowers may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000.500,000 in the aggregate without Administrative Agent’s consent. If no Obligations are outstanding at the time that Administrative Agent receives any insurance proceeds, Administrative Agent shall deliver 100% of such insurance proceeds to the Borrowers. If any Obligations are outstanding at the time that Administrative Agent receives any insurance proceeds, provided no Default or Event of Default

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowersuch Loan Party, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be reasonably satisfactory to Administrative Agent. Within thirty (30) days following a request by Administrative Agent acknowledges that the insurance coverage currently maintained by Agent, Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original shall deliver original (or certified) copies of such policies of insurance have been or shall be, within 90 days of the Closing Date, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and such policies shall contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) (ten (10) in the case of nonpayment) days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower such Loan Party or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, Borrower shall cause to be executed and delivered to Administrative Agent an assignment of proceeds of its business interruption insurance policies. Borrower hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent. Borrower Each Loan Party irrevocably makes, constitutes and appoints Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as Borrower’s such Loan Party's true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insuranceinsurance (except as provided in the proviso below), endorsing the name of Borrower such Loan Party on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have the right to occurred and is continuing, each Loan Party may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000250,000 for any individual claim and $500,000 in the aggregate without Administrative Agent's consent to the extent that: (a) no Event of Default exists at the time any such proceeds are received; (b) upon Administrative Agent’s request, such Loan Party provide Administrative Agent with evidence of such Loan Party’s plans to reinvest such proceeds into such Loan Party’s businesses, in form and substance reasonably acceptable to Administrative Agent; and (c) such proceeds are actually reinvested into such Loan Party’s business in accordance with such plans within 180 days of such Loan Party’s receipt of such proceeds.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowersuch Loan Party, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be reasonably satisfactory to Administrative Agent. Within thirty (30) days following a request by Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original Agent, Borrowers shall deliver original (or certified) copies of such policies of insurance have been or shall be, within 90 days of the Closing Date, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and such policies shall contain an endorsement, in form and substance reasonably acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) days (except for non-payment of premium, in which case a ten (10) days) written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower such Loan Party or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, Borrower each Loan Party shall cause to be executed and delivered to Administrative Agent an assignment of proceeds of its business interruption insurance policies. Borrower Each Loan Party hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent. Borrower Each Loan Party irrevocably makes, constitutes and appoints Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as Borrower’s such Loan Party'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 Borrower such Loan Party on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have the right to occurred and is continuing, each Loan Party may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000250,000.00 in the aggregate without Administrative Agent's consent.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowersuch Loan Party, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be reasonably satisfactory to Administrative Agent. Within thirty (30) days following a request by Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original Agent, Borrowers shall deliver original (or certified) copies of such policies of insurance have been or shall be, within 90 days of the Closing Date, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and such policies shall contain an endorsement, in form and substance reasonably acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) days (except for non-payment of premium, in which case a ten (10) days) written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower such Loan Party or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, Borrower upon Administrative Agent’s written request each Loan Party shall cause to be executed and delivered to Administrative Agent an assignment of proceeds of its business interruption insurance policies. Borrower Each Loan Party hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent. Borrower Each Loan Party irrevocably makes, constitutes and appoints Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as Borrower’s such Loan Party'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 Borrower such Loan Party on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have the right to occurred and is continuing, each Loan Party may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000250,000.00 in the aggregate without Administrative Agent's consent.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of such Borrower, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be reasonably satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactoryLender. Original (or certified) copies of such policies of insurance have been or shall be, within 90 ninety (90) days of the Closing Date, delivered to Administrative AgentLender, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative AgentLender, showing loss under such insurance policies payable to Administrative AgentLender. Such endorsement, or an independent instrument furnished to Administrative AgentLender, shall provide that the insurance company shall give Administrative Agent Lender at least 30 thirty (30) (ten (10) in the case of non-payment) days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of such Borrower or any other Person shall affect the right of Administrative Agent or Lenders Lender to recover under such policy of insurance in case of loss or damage. In addition, Borrower shall cause to be executed and delivered to Administrative Agent an assignment of proceeds of its business interruption insurance policies. Borrower hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to Administrative Agent. Each Borrower irrevocably makes, constitutes and appoints Administrative Agent Lender (and all officers, employees or agents designated by Administrative AgentLender) as each Borrower’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insuranceinsurance (except as provided in the proviso below), endorsing the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that such Borrower shall have the right to may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000250,000 for any individual claim and $500,000 in the aggregate without Lender’s consent to the extent that: (a) no Event of Default exists at the time any such proceeds are received; (b) upon Lender’s request, Borrowers provide Lender with evidence of Borrowers’ plans to reinvest such proceeds into Borrowers’ businesses, in form and substance reasonably acceptable to Lender; and (c) such proceeds are actually reinvested into Borrower’s business in accordance with such plans within 180 days of Borrowers’ receipt of such proceeds.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral and other assets of the Borrowers properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowerthe Borrowers, CHICAGO/#2647830.13 with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original (or certified) copies of such policies of insurance have been or shall be, within 90 ninety (90) days of after the Closing Datedate hereof, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower the Borrowers or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, within thirty (30) days after the date of this Agreement, each Borrower shall cause its insurance broker to be executed execute and delivered deliver to Administrative Agent an assignment of agreement in form and substance acceptable to Administrative Agent providing that all proceeds of its business interruption insurance policiespolicies shall be paid to Administrative Agent for application to the Obligations, or, upon satisfaction of all then-outstanding Obligations, to the Borrowers. Borrower The Borrowers hereby directs direct all insurers under all policies of insurance to pay all proceeds payable thereunder in excess of $500,000 directly to Administrative AgentAgent at any time that Obligations are outstanding, subject to any requirements of the Intercreditor Agreement. Borrower Subject to the requirements of the Intercreditor Agreement, the Borrowers irrevocably makesmake, constitutes constitute and appoints appoint Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as each Borrower’s true and lawful attorney (and agent-in-fact), effective only during any period(s) when any Obligations are outstanding, for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Borrower the Borrowers on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have occurred and is continuing, the right to Borrowers may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000500,000 in the aggregate without Administrative Agent’s consent. If no Obligations are outstanding at the time that Administrative Agent receives any insurance proceeds, Administrative Agent shall deliver 100% of such insurance proceeds to the Borrowers. If any Obligations are outstanding at the time that Administrative Agent receives any insurance proceeds, provided no Default or Event of Default exists, Administrative Agent shall deliver to Borrower the lesser of (a) $500,000 of such insurance proceeds or (b) 100% of such insurance proceeds, which Borrower shall use to repair or replace the affected property within 180 days (or such longer period of time as agreed to by Administrative Agent) of receipt of such proceeds. Any insurance proceeds received by Administrative Agent that are not delivered to the Borrowers for the replacement or repair of their properties shall be applied by Administrative Agent to the Obligations with any excess after application to the Obligations returned to the Borrowers.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral and other assets of the Borrowers properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowerthe Borrowers, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactory. Original (or certified) copies of such policies of insurance have been or shall be, within 90 ninety (90) days of after the Closing Datedate hereof, delivered to Administrative Agent, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss under such insurance policies payable to Administrative Agent. Such endorsement, or an independent instrument furnished to Administrative Agent, shall provide that the insurance company shall give Administrative Agent at least 30 thirty (30) days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower the Borrowers or any other Person shall affect the right of Administrative Agent or Lenders to recover under such policy of insurance in case of loss or damage. In addition, within thirty (30) days after the date of this Agreement, each Borrower shall cause its insurance broker to be executed execute and delivered deliver to Administrative Agent an assignment of agreement in form and substance acceptable to Administrative Agent providing that all proceeds of its business interruption insurance policiespolicies shall be paid to Administrative Agent for application to the Obligations, or, upon satisfaction of all then-outstanding Obligations, to the Borrowers. Borrower The Borrowers hereby directs direct all insurers under all policies of insurance to pay all proceeds payable thereunder in excess of $500,000 directly to Administrative AgentAgent at any time that Obligations are outstanding, subject to any requirements of the Intercreditor Agreement. Borrower Subject to the requirements of the Intercreditor Agreement, the Borrowers irrevocably makesmake, constitutes constitute and appoints appoint Administrative Agent (and all officers, employees or agents designated by Administrative Agent) as each Borrower’s true and lawful attorney (and agent-in-fact), effective only during any period(s) when any Obligations are outstanding, for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Borrower the Borrowers on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have occurred and is continuing, the right to Borrowers may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000500,000 in the aggregate without Administrative Agent’s consent. If no Obligations are outstanding at the time that Administrative Agent receives any insurance proceeds, Administrative Agent shall deliver 100% of such insurance proceeds to the Borrowers. If any Obligations are outstanding at the time that Administrative Agent receives any insurance proceeds, provided no Default or Event of Default exists, Administrative Agent shall deliver to Borrower the lesser of (a) $500,000 of such insurance proceeds or (b) 100% of such insurance proceeds, which Borrower shall use to repair or replace the affected property within 180 days (or such longer period of time as agreed to by Administrative Agent) of receipt of such proceeds. Any insurance proceeds received by Administrative Agent that are not delivered to the Borrowers for the replacement or repair of their properties shall be applied by Administrative Agent to the Obligations with any excess after application to the Obligations returned to the Borrowers.

Casualty Insurance; Business Interruption Insurance. Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrowerthe Borrowers, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be satisfactory to Administrative Agent. Administrative Agent acknowledges that the insurance coverage currently maintained by Borrower per the materials provided by Borrower to Administrative Agent is satisfactoryLender. Original (or certified) copies of such policies of insurance have been or shall be, within 90 ninety (90) days of after the Closing Datedate hereof, delivered to Administrative AgentLender, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Administrative AgentLender, showing loss under such insurance policies payable to Administrative AgentLender. Such endorsement, or an independent instrument furnished to Administrative AgentLender, shall provide that the insurance company shall give Administrative Agent Lender at least 30 thirty (30) days written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of Borrower the Borrowers or any other Person shall affect the right of Administrative Agent or Lenders Lender to recover under such policy of insurance in case of loss or damage. In addition, within thirty (30) days after the date of this Agreement, each Borrower shall cause its insurance broker to be executed execute and delivered deliver to Administrative Agent Lender an assignment of agreement in form and substance acceptable to Lender providing that all proceeds of its business interruption insurance policiespolicies shall be paid to the Lender for application to the Obligations, or, upon satisfaction of all then-outstanding Obligations, to the Borrowers. Borrower The Borrowers hereby directs direct all insurers under all policies of insurance to pay all proceeds payable thereunder in excess of $500,000 directly to Administrative AgentLender at any time that Obligations are outstanding, subject to any requirements of the Second Lien Notes Intercreditor Agreement. Borrower Subject to the requirements of the Second Lien Notes Intercreditor Agreement, the Borrowers irrevocably makesmake, constitutes constitute and appoints Administrative Agent appoint Lender (and all officers, employees or agents designated by Administrative AgentLender) as each Borrower’s true and lawful attorney (and agent-in-fact), effective only during any period(s) when any Obligations are outstanding, for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of Borrower the Borrowers on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance; provided, provided however, that Borrower if no Event of Default shall have occurred and is continuing, the right to Borrowers may make, settle and adjust any such claims involving an aggregate loss in an amount less than $500,000500,000 in the aggregate without Lender’s consent. If no Obligations are outstanding at the time that Lender receives any insurance proceeds, Lender shall deliver 100% of such insurance proceeds to the Borrowers. If any Obligations are outstanding at the time that Lender receives any insurance proceeds, provided no Default or Event of Default exists, the Lender shall deliver to Borrower the lesser of (a) $500,000 of such insurance proceeds or (b) 100% of such insurance proceeds, which Borrower shall use to repair or replace the affected property within 180 days (or such longer period of time as agreed to by Lender) of receipt of such proceeds. Any insurance proceeds received by Lender that are not delivered to the Borrowers for the replacement or repair of their properties shall be applied by Lender to the Obligations with any excess after application to the Obligations returned to the Borrowers.