Common use of Claims and Proceeds Clause in Contracts

Claims and Proceeds. Each Borrower hereby directs all insurers under all policies of Business Insurance to pay all proceeds payable thereunder directly to Agent and each Borrower hereby authorizes Agent to collect all such proceeds. Each Borrower irrevocably appoints Agent (and all officers, employees or agents designated by Agent) as such Borrower's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges that such appointment of Agent as its attorney and agent in fact is a power coupled with an interest and therefore is irrevocable. Each Borrower shall promptly notify Agent of any loss, damage, destruction or other casualty to the Collateral. The insurance proceeds received on account of any loss, damage, destruction or other casualty shall, at the option of Lenders, be (i) applied in reduction of Borrowers' Obligations in the following order of priority: (A) first, to the payment of any and all sums which are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and accrued and unpaid interest thereon, (B) next, to accrued and unpaid interest on the Principal Balance and (C) then to the Principal Balance in the inverse order of the maturity of the installments thereof, or (ii) held by Agent and applied to pay for the cost of repair or replacement of the Collateral subject to such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent reasonably may require. In the event the proceeds are to be applied to the repair or replacement of Collateral, the Collateral shall be repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.

Claims and Proceeds. Each Borrower and Guarantor hereby directs direct all insurers under all policies of Business Insurance to pay all proceeds payable thereunder directly to Agent Lender and each Borrower and Guarantor hereby authorizes Agent authorize Lender to collect all such proceeds. Each Borrower and Guarantor irrevocably appoints Agent appoint Lender (and all officers, employees or agents designated by Agent) of Lender), as such Borrower's and Guarantor's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges and Guarantor acknowledge that such appointment of Agent as its attorney and agent in fact is a power power, coupled with an interest interest, and therefore is irrevocable. Each Borrower and Guarantor shall promptly notify Agent Lender of any loss, damage, destruction or other casualty to the Collateral. The insurance proceeds received on account of any loss, damage, destruction or other casualty shall, at the option of Lenders, Lender may be (i) applied in reduction to the payment of Borrowers' Borrower's Obligations in the following order of priority: (A) first, to the payment of any and all sums which then are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and interest accrued and unpaid interest thereon, (B) next, to accrued and unpaid interest on the Principal Balance Balance, and (C) then then, to the Principal Balance in the inverse order of the maturity of the installments thereofBalance, or (ii) held by Agent Lender and applied to pay for the cost of repair or replacement of the Collateral Property which was the subject to of such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent Lender reasonably may require. In the event the such proceeds are to be applied to the repair or replacement of CollateralProperty, the Collateral Property shall be repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty. Deliver to Lender, concurrently with the execution by Borrower or Guarantor, as lessee, of any lease pertaining to real property, (i) an executed copy thereof, and (ii) a Landlord's Consent from the lessor under such lease.

Claims and Proceeds. Each Borrower hereby directs all insurers under all policies of Business Insurance casualty and property insurance pertaining to the furniture, fixtures, equipment and other contents located at the Collateral Stores required to be maintained by Borrower pursuant to subsection 6.6.1 to pay all proceeds payable thereunder directly to Agent FINOVA and each Borrower hereby authorizes Agent FINOVA to collect all such proceeds; provided that so long as no Incipient Default or Event of Default exists and is continuing any proceeds payable thereunder in an aggregate amount of $50,000 or less may be paid directly to Borrower provided Borrower promptly uses such proceeds to pay for the cost of repair or replacement of the Collateral subject to the applicable loss, damage, destruction or other casualty to at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty. Each Borrower hereby irrevocably appoints Agent FINOVA (and all officers, employees or agents designated by AgentFINOVA) as such Borrower's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges that such appointment of Agent FINOVA as its attorney and agent in fact is a power coupled with an interest and therefore is irrevocable. Each FINOVA agrees that it shall use reasonable efforts to consult with Borrower in the event that FINOVA makes, settles or adjusts any claims under such policies of insurance; provided, however, any decision in connection therewith made by FINOVA may be made in FINOVA's discretion, without the consent of Borrower. Borrower shall promptly notify Agent FINOVA of any loss, damage, destruction or other casualty to the Collateral. The Subject to the first sentence of this subsection 6.6.2, the insurance proceeds received on account of any loss, damage, destruction or other casualty shall(i) if any Incipient Default or Event of Default exists, at the option of Lenders, FINOVA shall be applied (iA) applied as set forth in the following clause (ii) or (B) in reduction of Borrowers' Borrower's Obligations in the following order of priority: (A1) first, to the payment of any and all sums which are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and accrued and unpaid interest thereon, (B2) next, to accrued and unpaid interest on the Principal Balance and (C3) then next, to the Principal Balance of the Loans in the inverse order of the maturity of the installments thereof, thereof or (ii) if no Incipient Default or Event of Default exists or if FINOVA so elects, shall be held by Agent FINOVA and applied to pay for the cost of repair or replacement of the Collateral subject to such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent FINOVA reasonably may require. In the event the proceeds are to be applied to the repair or replacement of Collateral, the Collateral shall be so repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.

Claims and Proceeds. Each Borrower hereby directs all insurers under all policies of Business Insurance casualty and property insurance pertaining to the furniture, fixtures, equipment and other contents located at the Collateral Stores required to be maintained by Borrower pursuant to subsection 6.6.1 to pay all proceeds payable thereunder directly to Agent FINOVA and each Borrower hereby authorizes Agent FINOVA to collect all such proceeds; provided that so long as no Incipient Default or Event of Default exists and is continuing any proceeds payable thereunder in an aggregate amount of $100,000 or less may be paid directly to Borrower provided Borrower promptly uses such proceeds to pay for the cost of repair or replacement of the Collateral subject to the applicable loss, damage, destruction or other casualty to at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty. Each Borrower hereby irrevocably appoints Agent FINOVA (and all officers, employees or agents designated by AgentFINOVA) as such Borrower's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges that such appointment of Agent FINOVA as its attorney and agent in fact is a power coupled with an interest and therefore is irrevocable. Each Borrower shall promptly notify Agent FINOVA of any loss, damage, destruction or other casualty to the Collateral. The Subject to the first sentence of this subsection 6.6.2, the insurance proceeds received on account of any loss, damage, destruction or other casualty shall(i) if any Incipient Default or Event of Default exists, at the option of Lenders, FINOVA shall be applied (iA) applied as set forth in the following clause (ii) or (B) in reduction of Borrowers' Borrower's Obligations in the following order of priority: (A1) first, to the payment of any and all sums which are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and accrued and unpaid interest thereon, (B2) next, to accrued and unpaid interest on the Principal Balance and (C3) then next, to the Principal Balance in the inverse order of the maturity of the installments thereof, Loans in such order as FINOVA may determine or (ii) if no Incipient Default or Event of Default exists or if FINOVA so elects, shall be held by Agent FINOVA and applied to pay for the cost of repair or replacement of the Collateral subject to such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent FINOVA reasonably may require. In the event the proceeds are to be applied to the repair or replacement of Collateral, the Collateral shall be so repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.

Claims and Proceeds. Each Borrower hereby directs shall direct all insurers under all policies of Business Insurance casualty and property insurance required to be maintained by Borrower pursuant to subsection 6.6.1 to pay all proceeds payable thereunder directly to Agent and each Borrower hereby authorizes Agent to collect all such proceeds; provided that so long as no Incipient Default or Event of Default exists and is continuing any proceeds payable thereunder in an aggregate amount of $100,000 or less may be paid directly to Borrower provided Borrower promptly uses such proceeds to pay for the cost of repair or replacement of the material Collateral subject to the applicable loss, damage, destruction or other casualty to at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty. Each Borrower irrevocably appoints Agent (and all officers, employees or agents designated by Agent) as such Borrower's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges that such appointment of Agent as its attorney and agent in fact is a power coupled with an interest and therefore is irrevocable. Each Borrower shall promptly notify Agent of any material loss, damage, destruction or other casualty to the Collateral. The Subject to the first sentence of this subsection 6.6.1, the insurance proceeds received on account of any loss, damage, destruction or other casualty shall(i) if any Incipient Default or Event of Default exists, at the option of Lenders, Lenders shall be applied (iA) applied as set forth in the following clause (ii) or (B) in reduction of Borrowers' Borrower's Obligations in the following order of priority: (A1) first, to the payment of any and all sums which are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and accrued and unpaid interest thereon, (B2) next, to accrued and unpaid interest on the Principal Balance and Balance, (C3) then next, to the Principal Balance of the Term Loan in the inverse order of the maturity of the installments thereofthereof and (4) then, to the Principal Balance of the Revolving Loan, or (ii) if no Incipient Default or Event of Default exists or if Lenders so elect, shall be held by Agent and applied to pay for the cost of repair or replacement of the Collateral subject to such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent reasonably may require. In the event the proceeds are to be applied to the repair or replacement of Collateral, the Collateral shall be so repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.

Claims and Proceeds. Each Borrower and Guarantor hereby directs direct all insurers under all policies of Business Insurance to pay all proceeds payable thereunder directly to Agent Lender and each Borrower and Guarantor hereby authorizes Agent authorize Lender to collect all such proceeds. Each Borrower and Guarantor irrevocably appoints Agent appoint Lender (and all officers, employees or agents designated by Agent) of Lender), as such Borrower's and Guarantor's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges and Guarantor acknowledge that such appointment of Agent as its attorney and agent in fact is a power power, coupled with an interest interest, and therefore is irrevocable. Each Borrower and Guarantor shall promptly notify Agent Lender of any loss, damage, destruction or other casualty to the Collateral. The insurance proceeds received on account of any loss, damage, destruction or other casualty shall, at the option of Lenders, Lender may be (i) applied in reduction to the payment of Borrowers' Borrower's Obligations in the following order of priority: (A) first, to the payment of any and all sums which then are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and interest accrued and unpaid interest thereon, (B) next, to accrued and unpaid interest on the Principal Balance Balance, and (C) then then, to the Principal Balance in the inverse order of the maturity of the installments thereofBalance, or (ii) held by Agent Lender and applied to pay for the cost of repair or replacement of the Collateral Property which was the subject to of such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent Lender reasonably may require. In the event the such proceeds are to be applied to the repair or replacement of CollateralProperty, the Collateral Property shall be repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.

Claims and Proceeds. Each Borrower hereby directs all insurers insurers, and will cause each of its Subsidiaries to direct all insurers, under all policies of Business Insurance to pay all proceeds payable thereunder directly to Agent and each Borrower hereby authorizes authorizes, and will cause each of its Subsidiaries to authorize, Agent to collect all such proceeds. Each Borrower irrevocably appoints appoints, and will cause each of its Subsidiaries to appoint, Agent (and all officers, employees or agents designated by Agent) as such Borrower's and each of its Subsidiaries' true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower or any of its Subsidiaries on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges that such appointment of Agent as its attorney and agent in fact is a power coupled with an interest and therefore is irrevocable. Each Borrower shall promptly notify Agent of any loss, damage, destruction or other casualty to the Collateral. The insurance proceeds received on account of any loss, damage, destruction or other casualty shall, at the option of Lenders, be (i) applied in reduction of Borrowers' Borrower's Obligations in the following order of priority: (A) first, to the payment of any and all sums which are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and accrued and unpaid interest thereon, (B) next, to accrued and unpaid interest on the Principal Balance and (C) then to the Principal Balance in the inverse order of the maturity of the installments thereof, or (ii) held by Agent and applied to pay for the cost of repair or replacement of the Collateral subject to such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.36.6.2, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers Borrower shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers Borrower to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent reasonably may require. In the event the proceeds are to be applied to the repair or replacement of Collateral, the Collateral shall be repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.

Claims and Proceeds. Each Borrower hereby directs all insurers under all policies of Business Insurance casualty and property insurance pertaining to the furniture, fixtures, equipment and other contents located at the Collateral Stores required to be maintained by Borrower pursuant to subsection 6.6.1 to pay all proceeds payable thereunder directly to Agent FINOVA and each Borrower hereby authorizes Agent FINOVA to collect all such proceeds; provided that so long as no Incipient Default or Event of Default exists and is continuing any proceeds payable thereunder in an aggregate amount of $50,000 or less may be paid directly to Borrower provided Borrower promptly uses such proceeds to pay for the cost of repair or replacement of the Collateral subject to the applicable loss, damage, destruction or other casualty to at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty. Each Borrower hereby irrevocably appoints Agent FINOVA (and all officers, employees or agents designated by AgentFINOVA) as such Borrower's true and lawful attorney and agent in fact for the purpose of and with power to make, settle and adjust claims under such policies of insurance, endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, and to make all determinations and decisions with respect to such policies of insurance. Each Borrower acknowledges that such appointment of Agent FINOVA as its attorney and agent in fact is a power coupled with an interest and therefore is irrevocable. Each Borrower shall promptly notify Agent FINOVA of any loss, damage, destruction or other casualty to the Collateral. The Subject to the first sentence of this subsection 6.6.2, the insurance proceeds received on account of any loss, damage, destruction or other casualty shall(i) if any Incipient Default or Event of Default exists, at the option of Lenders, FINOVA shall be applied (iA) applied as set forth in the following clause (ii) or (B) in reduction of Borrowers' Borrower's Obligations in the following order of priority: (A1) first, to the payment of any and all sums which are then due and payable pursuant to the terms of the Loan Instruments, other than the Principal Balance and accrued and unpaid interest thereon, (B2) next, to accrued and unpaid interest on the Principal Balance and (C3) then next, to the Principal Balance of the Loans in the inverse order of the maturity of the installments thereof, thereof or (ii) if no Incipient Default or Event of Default exists or if FINOVA so elects, shall be held by Agent FINOVA and applied to pay for the cost of repair or replacement of the Collateral subject to such loss, damage, destruction or other casualty, in which event such proceeds shall be made available in the manner and under such conditions as Agent reasonably may require. Notwithstanding anything to the contrary contained in this subsection 6.6.3, if the amount of the proceeds from any loss, damage, destruction or other casualty to the Collateral reasonably is expected to be less than $100,000 and neither an Event of Default nor an Incipient Default then shall exist, Borrowers shall have the right to make, settle and adjust any claim regarding such proceeds and Agent shall collect such proceeds and make such proceeds available to Borrowers to pay for the repair or replacement of the Collateral which was the subject of such loss, damage, destruction or other casualty in the manner and under such terms and conditions as Agent FINOVA reasonably may require. In the event the proceeds are to be applied to the repair or replacement of Collateral, the Collateral shall be so repaired or replaced so as to be of at least equal value and substantially the same character as prior to such loss, damage, destruction or other casualty.