Common use of Insurance; Casualty Loss Clause in Contracts

Insurance; Casualty Loss. Each Borrower agrees to maintain public liability insurance, third party property damage insurance and replacement value insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgment. All policies covering the Collateral are to name Lender as an additional insured and the loss payee in case of loss, and are to contain such other provisions as Lender may reasonably require to fully protect the interest of Lender in the Collateral and to any payments to be made under such policies. Each Borrower shall diligently file and prosecute, or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payable. After the occurrence and during the continuance of an Event of Default, (A) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower shall be made without the consent of Lender and (B) Lender may participate in any such proceedings and each Borrower shall deliver to Lender such documents as may be reasonably requested by Lender to permit such participation and shall consult with Lender, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower hereby irrevocably authorizes and appoints Lender its attorney-in-fact after the occurrence and during the continuance of an Event of Default, to collect and receive any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower shall, upon demand of Lender, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lender, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Section.

Insurance; Casualty Loss. (a) Each Borrower Credit Party agrees to maintain maintain, and to cause each of its Subsidiaries to maintain, public liability insurance, third party property damage insurance and replacement value insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgment. All policies covering the Collateral are to name Lender as an additional insured and the loss payee in case of loss, and are to contain such other provisions as Lender may reasonably require to fully protect the interest of Lender in the Collateral and to any payments to be made under such policies. Each Credit Party shall provide written notice to Lender of the occurrence of any of the following events within five (5) Business Days after the occurrence of such event: any asset or property owned or used by such Credit Party or any Subsidiary of such Credit Party is (i) damaged or destroyed, or suffers any other loss; or (ii) condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purposes for which such asset or property was used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise (collectively, a “Casualty Loss”). Each Borrower shall diligently file and prosecute, or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss Casualty Loss with respect to such Borrower to the extent that such prosecution would be in the best interests Credit Party or any Subsidiary of such BorrowerCredit Party. Each Borrower In the event of a Casualty Loss with respect to any Credit Party or any Subsidiary of such Credit Party, such Credit Party shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower Credit Party or such Subsidiary on account of any casualty loss with respect to the Collateraldamage, destruction, loss, condemnation or eminent domain proceedings. Lender may, at its election and in its sole discretion, (i) apply the proceeds realized from casualty losses Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Loan Revolving Loans or any other Obligations then due and payable, (ii) hold such proceeds as additional Collateral to secure any other Obligations not then due and payable or (iii) pay such proceeds to the applicable Credit Party to be used to repair, replace or rebuild the asset or property or portion thereof that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (A) no settlement on account of any such casualty loss in excess of $25,000 Casualty Loss with respect to a Borrower any Credit Party or any Subsidiary of any Credit Party shall be made without the consent of Lender and (B) Lender may participate in any such proceedings and each Borrower the applicable Credit Party shall deliver to Lender such documents as may be reasonably requested by Lender to permit such participation and shall consult with Lender, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender its attorney-in-fact fact, and agrees that, upon request, it will cause each Subsidiary of Credit Party to authorize and appoint Lender its attorney-in-fact, after the occurrence and during the continuance of an Event of Default, to collect and receive any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestinterest with full power of substitution, and each such Borrower Credit Party shall, upon demand of Lender, make, execute and deliver deliver, and cause each of its Subsidiary to make, execute and deliver, any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lender, Lender free and clear of any encumbrances of any kind or nature whatsoever. (b) UNLESS A CREDIT PARTY PROVIDES LENDER WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS CREDIT AGREEMENT, LENDER MAY PURCHASE INSURANCE AT SUCH CREDIT PARTY’S EXPENSE TO PROTECT LENDER’S INTERESTS IN THE COLLATERAL. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this SectionTHIS INSURANCE MAY, BUT NEED NOT, PROTECT SUCH CREDIT PARTY’S INTERESTS. THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT SUCH CREDIT PARTY MAY MAKE OR ANY CLAIM THAT IS MADE AGAINST SUCH CREDIT PARTY IN CONNECTION WITH THE COLLATERAL. SUCH CREDIT PARTY MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING LENDER WITH EVIDENCE THAT SUCH CREDIT PARTY HAS OBTAINED INSURANCE AS REQUIRED BY THIS CREDIT AGREEMENT. IF LENDER PURCHASES INSURANCE FOR THE COLLATERAL, SUCH CREDIT PARTY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE ANY CREDIT PARTY MAY BE ABLE TO OBTAIN ON ITS OWN.

Insurance; Casualty Loss. (a) Each Borrower Credit Party agrees to maintain maintain, and to cause each of its Subsidiaries to maintain, public liability insurance, third party property damage insurance and replacement value insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgment. All policies covering the Collateral are to name Lender as an additional insured and the loss payee in case of loss, and are to contain such other provisions as Lender may reasonably require to fully protect the interest of Lender in the Collateral and to any payments to be made under such policies. Each Credit Party shall provide written notice to Lender of the occurrence of any of the following events within five (5) Business Days after the occurrence of such event: any asset or property owned or used by such Credit Party or any Subsidiary of such Credit Party is (i) damaged or destroyed, or suffers any other loss; or (ii) condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purposes for which such asset or property was used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise (collectively, a “Casualty Loss”). Each Borrower shall diligently file and prosecute, or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss Casualty Loss with respect to such Borrower to the extent that such prosecution would be in the best interests Credit Party or any Subsidiary of such BorrowerCredit Party. Each Borrower In the event of a Casualty Loss with respect to any Credit Party or any Subsidiary of such Credit Party, such Credit Party shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower Credit Party or such Subsidiary on account of any casualty loss with respect to the Collateraldamage, destruction, loss, condemnation or eminent domain proceedings. Lender may, at its election and in its sole discretion, (i) apply the proceeds realized from casualty losses Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Loan Loans or any other Obligations then due and payable, (ii) hold such proceeds as additional Collateral to secure any other Obligations not then due and payable or (iii) pay such proceeds to the applicable Credit Party to be used to repair, replace or rebuild the asset or property or portion thereof that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (A) no settlement on account of any such casualty loss in excess of $25,000 Casualty Loss with respect to a Borrower any Credit Party or any Subsidiary of any Credit Party shall be made without the consent of Lender and (B) Lender may participate in any such proceedings and each Borrower the applicable Credit Party shall deliver to Lender such documents as may be reasonably requested by Lender to permit such participation and shall consult with Lender, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender its attorney-in-fact fact, and agrees that, upon request, it will cause each Subsidiary of Credit Party to authorize and appoint Lender its attorney-in-fact, after the occurrence and during the continuance of an Event of Default, to collect and receive any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestinterest with full power of substitution, and each such Borrower Credit Party shall, upon demand of Lender, make, execute and deliver deliver, and cause each of its Subsidiary to make, execute and deliver, any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lender, Lender free and clear of any encumbrances of any kind or nature whatsoever. (b) UNLESS A CREDIT PARTY PROVIDES LENDER WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS CREDIT AGREEMENT, LENDER MAY PURCHASE INSURANCE AT SUCH CREDIT PARTY’S EXPENSE TO PROTECT LENDER’S INTERESTS IN THE COLLATERAL. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this SectionTHIS INSURANCE MAY, BUT NEED NOT, PROTECT SUCH CREDIT PARTY’S INTERESTS. THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT SUCH CREDIT PARTY MAY MAKE OR ANY CLAIM THAT IS MADE AGAINST SUCH CREDIT PARTY IN CONNECTION WITH THE COLLATERAL. SUCH CREDIT PARTY MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING LENDER WITH EVIDENCE THAT SUCH CREDIT PARTY HAS OBTAINED INSURANCE AS REQUIRED BY THIS CREDIT AGREEMENT. IF LENDER PURCHASES INSURANCE FOR THE COLLATERAL, SUCH CREDIT PARTY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE ANY CREDIT PARTY MAY BE ABLE TO OBTAIN ON ITS OWN.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Subsidiaries to, maintain public liability insurance, third party property damage insurance and replacement value insurance on the Collateral their assets under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender the Agent in its commercially reasonable judgmentdiscretion. All policies covering the Collateral are to name Lender as an additional insured the applicable Credit Parties and the Agent, for the benefit of the Lenders, as loss payee payees in case of loss, as their interests may appear, and all liability policies are to name the applicable Credit Parties and the Agent as additional insured, as their interests may appear, and are to contain such other provisions as Lender the Agent may reasonably require to fully protect the Agent’s interest of Lender in the Collateral and to any payments to be made under such policies. True copies of all original insurance policies or certificates of insurance evidencing such insurance are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the loss payable endorsement in the Agent’s favor, and shall provide for not less than thirty (30) days prior written notice to the Agent, of the exercise of any right of cancellation. In the event any Credit Party or any of its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its sole discretion) with respect to collecting under any insurance policies required to be maintained under this Section 7.10, the Agent shall have the right, in the name of the Agent, such Credit Party or Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Lenders of the occurrence of any of the following events within five (5) Business Days after the occurrence of such event: any asset or property owned or used by any Credit Party or any of its Subsidiaries is (i) materially damaged or destroyed, or suffers any other loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $500,000 (collectively, a “Casualty Loss”). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower Casualty Loss. In the event of a Casualty Loss, the Credit Parties will pay to the extent that such prosecution would be in Agent, for the best interests benefit of such Borrower. Each Borrower shall receive in trust and pay to Lenderthe Lenders, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower any Credit Party or any of its Subsidiaries on account of damage, destruction or loss of all or any casualty loss with respect to portion of the CollateralCollateral or other assets of the Credit Parties. Lender The Agent may, at its election and in its sole discretion, either (a) apply the proceeds realized from casualty losses Casualty Losses received by the Agent to payment of accrued and unpaid interest or outstanding principal under of the Loan then due and payableRevolving Loans or (b) pay such proceeds to the Credit Parties to be used to repair, replace or rebuild the asset or property or portion thereof that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Lenders and (Bii) Lender the Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Agent such documents as may be reasonably requested by Lender the Agent to permit such participation and shall will consult with Lenderthe Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Section.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Domestic Subsidiaries to, maintain public liability insurance, business interruption insurance, third party property damage insurance and replacement value insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably and in each case satisfactory to Lender the Administrative Agent in its commercially reasonable judgment. All policies covering the Collateral are to shall name Lender the Administrative Agent as an additional insured and the mortgagee/loss payee in case of loss, as its interests may appear, and are to shall contain such other provisions as Lender the Administrative Agent may reasonably require to fully protect the Administrative Agent's interest of Lender in the Collateral and to any payments to be made under such policies. All liability insurance policies shall name the Administrative Agent as additional insured. True copies of all original insurance policies or certificates of insurance evidencing such insurance covering the Collateral shall be delivered to the Administrative Agent on or prior to the Closing Date, premium prepaid, with the loss payable endorsement in the Administrative Agent's favor, and shall provide for not less than thirty (30) days prior written notice to the Administrative Agent, of the exercise of any right of cancellation. In the event any Credit Party or any of its Domestic Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Administrative Agent in its commercially reasonable judgment) with respect to collecting under any insurance policies required to be maintained under this Section 7.10, the Administrative Agent shall have the right, in the name of the Administrative Agent, any Credit Party or any Domestic Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Lenders of the occurrence of any of the following events within five (5) Business Days after it receives knowledge or notice of the occurrence of such event: any asset or property owned or used by any Credit Party or any of its Domestic Subsidiaries is (i) materially damaged or destroyed, or suffers any other loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of Five Hundred Thousand Dollars ($500,000) (collectively, a "Casualty Loss"). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower Casualty Loss. In the event of a Casualty Loss, the Credit Parties will pay to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to LenderAdministrative Agent, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower any Credit Party or any of its Domestic Subsidiaries on account of damage, destruction or loss of all or any casualty loss with respect to portion of the Collateral. Lender The Administrative Agent may, at its election and in its sole discretioncommercially reasonable judgment, either (a) apply the proceeds realized from casualty losses Casualty Losses to payment of accrued and unpaid interest or outstanding principal under of the Loan then due and payableRevolving Loans or (b) pay such proceeds to the Credit Parties to be used to repair, replace or rebuild the asset or property or portion thereof that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Lenders and (Bii) Lender the Administrative Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Administrative Agent such documents as may be reasonably requested by Lender the Administrative Agent to permit such participation and shall will consult with Lenderthe Administrative Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Administrative Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Administrative Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Administrative Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Section.

Insurance; Casualty Loss. Each Holdings and the Borrower agrees agree to maintain maintain, and to cause each of their respective Subsidiaries to maintain, public liability insurance, flood insurance, third party property damage insurance and replacement value (or such higher coverage as the Borrower may obtain) insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks in at least such amounts and against at least such risks as are described on Schedule XII or, with respect to any lesser coverages (whether as to the amount or scope of coverage), as are at all times reasonably satisfactory to Lender the Administrative Agent in its commercially reasonable judgment. All policies covering the Collateral are to name Lender the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as its interests may appear, and are to contain such other provisions as Lender the Administrative Agent may reasonably require to fully protect the Administrative Agent’s, the Collateral Agent’s and the Lenders’ interest of Lender in the Collateral and to any payments to be made under such policies. Each The Borrower shall provide written notice to the Administrative Agent of the occurrence of any of the following events within ten Business Days after the occurrence of such event: any Collateral is (i) damaged or destroyed, or suffers any other loss, or (ii) condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such Collateral or to materially diminish its marketability (collectively, a “Casualty Loss”), and in either case either (x) a Default or an Event of Default has occurred and is continuing or (y) the amount of the damage, destruction, loss or diminution in value is in excess of $5,000,000. With respect to each Casualty Loss, the Borrower may, in its sole discretion, either apply such amounts (x) to the payment of the outstanding Term Loans in accordance with the requirements of Section 2.5(g)(iii) or (y) to repair or replace the assets subject to the Casualty Loss or to purchase other assets of the same or similar type as those for which the Borrower or other applicable Credit Party received such insurance proceeds (although in the event that a Default or an Event of Default then exists, such amount shall be applied to repay outstanding Term Loans in accordance with Section 2.5(l) and, if required in accordance with the terms thereof, to reduce the Total Revolving Credit Commitments in accordance with Section 2.5(e)(v)). Holdings, the Borrower and/or the respective Subsidiary shall diligently file and prosecute, prosecute their claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Casualty Loss. In the event of a Casualty Loss, if a Default or Event of Default has occurred and is continuing, the Borrower shall pay to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to LenderCollateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by such Holdings, the Borrower or any of their respective Subsidiaries on account of any casualty loss with respect to damage, destruction, loss, condemnation or eminent domain proceedings, which proceeds shall be applied as provided in the Collateral. Lender may, at its election and last parenthetical of the preceding sentence or as otherwise determined by the Required Lenders in its their sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payable). After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Collateral Agent and (Bii) Lender the Collateral Agent may participate in any such proceedings and each the Borrower shall deliver to Lender the Collateral Agent such documents as may be reasonably requested by Lender the Collateral Agent to permit such participation and shall consult with Lenderthe Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of Holdings and the Borrower hereby irrevocably authorizes and appoints Lender the Collateral Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such of Holdings and the Borrower shall, upon demand of Lenderthe Collateral Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Collateral Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each , other than the right of Holdings or the Borrower will provide to Lender Certificates of Insurance from time to time any insurance proceeds remaining after application thereof by the Collateral Agent as may be reasonably required to evidence compliance with the terms of provided in this SectionSection 7.10.

Insurance; Casualty Loss. Each Holdings and the Borrower agrees agree to maintain maintain, and to cause each of their respective Subsidiaries to maintain, public liability insurance, flood insurance, third party property damage insurance and replacement value (or such higher coverage as Holdings may obtain) insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks in at least such amounts and against at least such risks as are described on Schedule XII or, with respect to any lesser coverages (whether as to the amount or scope of coverage), as are at all times reasonably satisfactory to Lender the Administrative Agent in its commercially reasonable judgment. All policies covering the Collateral are to name Lender the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as its interests may appear, and are to contain such other provisions as Lender the Administrative Agent may reasonably require to fully protect the Administrative Agent's and the Lenders' interest of Lender in the Collateral and to any payments to be made under such policies. Each The Borrower shall provide written notice to the Administrative Agent of the occurrence of any of the following events within ten Business Days after the occurrence of such event: any Collateral is (i) damaged or destroyed, or suffers any other loss, or (ii) condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such Collateral or to materially diminish its marketability (collectively, a "CASUALTY LOSS"), and in either case either (x) a Default or an Event of Default has occurred and is continuing or (y) the amount of the damage, destruction, loss or diminution in value is in excess of $2,000,000. With respect to each Casualty Loss, the Borrower may, in its sole discretion, either apply such amounts (x) to the payment of the outstanding Term Loans in accordance with the requirements of Section 2.5(g)(iii) or (y) to repair or replace the assets subject to the Casualty Loss or to purchase other assets of the same or similar type as those for which the Borrower received such insurance proceeds (although in the event that a Default or an Event of Default then exists, such amount shall be applied to repay outstanding Term Loans in accordance with Section 2.5(l) and, if required in accordance with the terms thereof, to reduce the Total Revolving Credit Commitments in accordance with Section 2.5(e)(iv)). Holdings, the Borrower and/or the respective Subsidiary shall diligently file and prosecute, prosecute their claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower Casualty Loss. In the event of a Casualty Loss, if a Default or Event of Default has occurred and is continuing, Holdings shall pay to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to LenderCollateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by such Holdings, the Borrower or any of their respective Subsidiaries on account of any casualty loss with respect to damage, destruction, loss, condemnation or eminent domain proceedings, which proceeds shall be applied as provided in the Collateral. Lender may, at its election and last parenthetical of the preceding sentence or as otherwise determined by the Required Lenders in its their sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payable). After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Collateral Agent and (Bii) Lender the Collateral Agent may participate in any such proceedings and each the Borrower shall deliver to Lender the Collateral Agent such documents as may be reasonably requested by Lender the Collateral Agent to permit such participation and shall consult with Lenderthe Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each of Holdings and the Borrower hereby irrevocably authorizes and appoints Lender the Collateral Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such of Holdings and the Borrower shall, upon demand of Lenderthe Collateral Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Collateral Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each , other than the right of Holdings or the Borrower will provide to Lender Certificates of Insurance from time to time any insurance proceeds remaining after application thereof by the Collateral Agent as may be reasonably required to evidence compliance with the terms of provided in this SectionSection 7.10.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Restricted Subsidiaries to, maintain public liability insurance, third party property damage insurance and replacement value property damage insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgmentfor the industry and taking into account the interests of the Agent in the Collateral. All policies covering the Collateral are to name Lender as an additional insured the Credit Parties and the loss payee Agent as additional insureds, as their interests may appear. Certificates of insurance evidencing such insurance covering the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as additional insured, and shall provide for not less than thirty (30) days prior written notice to the Agent or ten (10) days in the case of lossnon-payment of premium, of the exercise of any right of cancellation. In the event any Credit Party or any of its Restricted Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this Section 7.10, and are to contain such other provisions as Lender may reasonably require to fully protect if the interest of Lender amount involved is $5,000,000 or more, the Agent shall have the right, in the Collateral name of the Agent such Credit Party or Restricted Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any payments and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to be made effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen (15) Business Days after the occurrence of such event: any material asset or property owned or used by any Credit Party or any of its Restricted Subsidiaries is (i) materially damaged or destroyed, or suffers any other material loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a “Casualty Loss”). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payableCasualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Agent and (Bii) Lender the Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Agent such documents as may be reasonably requested by Lender the Agent to permit such participation and shall will consult with Lenderthe Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Sectionencumbrances, other than Permitted Liens.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Subsidiaries to, maintain public liability insurance, third party property damage insurance and replacement value property damage insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgmentfor the industry and taking into account the interests of the Agent in the Collateral. All policies covering the Collateral are to name Lender as an additional insured the Credit Parties and the loss payee Agent as additional insureds, as their interests may appear. Certificates of insurance evidencing such insurance covering the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as additional insured, and shall provide for not less than thirty (30) days prior written notice to the Agent or ten (10) days in the case of lossnon-payment of premium, of the exercise of any right of cancellation. In the event any Credit Party or any of its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this Section 7.9, and are to contain such other provisions as Lender may reasonably require to fully protect if the interest of Lender amount involved is $5,000,000 or more, the Agent shall have the right, in the Collateral name of the Agent such Credit Party or Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any payments and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to be made effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen (15) Business Days after the occurrence of such event: any material asset or property owned or used by any Credit Party or any of its Subsidiaries is (i) materially damaged or destroyed, or suffers any other material loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a “Casualty Loss”). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payableCasualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Agent and (Bii) Lender the Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Agent such documents as may be reasonably requested by Lender the Agent to permit such participation and shall will consult with Lenderthe Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Sectionencumbrances, other than Permitted Liens.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Subsidiaries to, maintain public liability insurance, third party property damage insurance and replacement value property damage insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgmentfor the industry and taking into account the interests of the Agent in the Collateral. All policies covering the Collateral are to name Lender as an additional insured the Credit Parties and the loss payee Agent as additional insureds, as their interests may appear. Certificates of insurance evidencing such insurance covering the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as additional insured, and shall provide for not less than thirty (30) days prior written notice to the Agent or ten (10) days in the case of lossnon-payment of premium, of the exercise of any right of cancellation. In the event any Credit Party or any of its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this Section 7.10, and are to contain such other provisions as Lender may reasonably require to fully protect if the interest of Lender amount involved is $5,000,000 or more, the Agent shall have the right, in the Collateral name of the Agent such Credit Party or Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any payments and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to be made effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen (15) Business Days after the occurrence of such event: any material asset or property owned or used by any Credit Party or any of its Subsidiaries is (i) materially damaged or destroyed, or suffers any other material loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a "Casualty Loss"). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payableCasualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Agent and (Bii) Lender the Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Agent such documents as may be reasonably requested by Lender the Agent to permit such participation and shall will consult with Lenderthe Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Sectionencumbrances, other than Permitted Liens.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Subsidiaries to, maintain public liability insurance, third party property damage insurance and replacement value property damage insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgmentfor the industry and taking into account the interests of the Agent in the Collateral. All policies covering the Collateral are to name Lender as an additional insured the Credit Parties and the loss payee Agent as additional insureds, as their interests may appear. Certificates of insurance evidencing such insurance covering the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as additional insured, and shall provide for not less than thirty (30) days prior written notice to the Agent or ten (10) days in the case of lossnon-payment of premium, of the exercise of any right of cancellation. In the event any Credit Party or any of its Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this Section 7.9, and are to contain such other provisions as Lender may reasonably require to fully protect if the interest of Lender amount involved is $5,000,000 or more, the Agent shall have the right, in the Collateral name of the Agent such Credit Party or Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any payments and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to be made effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen (15) Business Days after the occurrence of such event: any material asset or property owned or used by any Credit Party or any of its Subsidiaries is (i) materially damaged or destroyed, or suffers any other material loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a "Casualty Loss"). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payableCasualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Agent and (Bii) Lender the Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Agent such documents as may be reasonably requested by Lender the Agent to permit such participation and shall will consult with Lenderthe Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Sectionencumbrances, other than Permitted Liens.

Insurance; Casualty Loss. (A) Each Borrower Loan Party (other than any Inactive Subsidiaries) agrees to maintain with financially sound and reputable insurance companies: (i) insurance on its properties, (ii) public liability insurance, third party property damage insurance against claims for personal injury or death as a result of the use of any products sold by it and replacement value (iii) insurance on the Collateral under such policies of insurance, with such insurance companiescoverage against other business risks, in each case, in at least such amounts and covering against at least such risks as are at usually and prudently insured against in the same general geographical area by companies of established repute engaged in the same or a similar business. Each Loan Party will and will cause each of its Subsidiaries to, furnish to IBM Credit, upon its written request and thirty (30) days after end of each fiscal year, the insurance certificates with respect to such insurance. In addition, all times reasonably satisfactory to Lender in its commercially reasonable judgment. All policies covering the Collateral Policies so maintained by any Loan Parties (other than any Inactive Subsidiaries) are to name Lender IBM Credit as an additional insured as its interest may appear. (B) Without limiting the generality of the foregoing, each Loan Party (other than any Inactive Subsidiaries) will keep and maintain, at its sole expense, the Collateral insured for an amount not less than the fair market value of such Collateral against all loss payee or damage under an “all risk” Policy with companies mutually acceptable to IBM Credit and each Loan Party with a lender’s loss payable endorsement in form and substance reasonably satisfactory to IBM Credit designating that any loss payable thereunder with respect to such Collateral will be payable to IBM Credit. Each such policy will in addition (i) name each Loan Party and IBM Credit as insured party thereunder (without any representation or warranty by or obligation upon IBM Credit) as their respective interests may appear, (ii) contain the agreement by the insurer that any loss thereunder will be payable directly to IBM Credit notwithstanding any action, inaction or breach of representation or warranty by each Loan Party and (iii) provide that there will be no recourse against IBM Credit for payment of premiums or other amounts with respect thereto. Upon receipt of proceeds by IBM Credit the same will be applied on account of such Borrower’s outstanding interest payment first, then to the outstanding principal amount of the Tranche A or Tranche B Loan, as applicable. Any excess payment will be applied towards outstanding interest payments and then towards the principal amount of an outstanding Loan. Each Loan Party agrees to instruct each insurer to give IBM Credit, by endorsement upon the Policy issued by it or by independent instruments furnished to IBM Credit, at least ten (10) days written notice before any Policy will be altered or cancelled and that no act or default of such Borrower or any other person will affect the right of IBM Credit to recover under the Policies. Each Loan Party will, if so requested by IBM Credit, deliver to IBM Credit original or duplicate policies of such insurance and, as often as IBM Credit may reasonably request, a report of a reputable insurance broker with respect to such insurance. Each Loan Party hereby agrees to direct all insurers under the Policies to pay all proceeds with respect to the Collateral directly to IBM Credit. (C) Reimbursement under any liability insurance maintained by each Loan Party pursuant to this Section 6.9 may be paid directly to the Person who will have incurred liability covered by such insurance. Subject to the applicable provisions set forth in Sections 2.5(A) and 2.5(B), in case of lossany loss involving damage to Inventory or Equipment when Section 6.9(D) is not applicable, and are to contain such other provisions as Lender may reasonably require to fully protect the interest of Lender in the Collateral and to any payments to be made under such policies. Each Borrower shall diligently file and prosecute, each Loan Party will make or cause to be filed made the necessary repairs to or replacements of such Loan Party’s Inventory or Equipment, and prosecuted, all claims for any award or payment in connection with a casualty loss with respect proceeds of insurance maintained by such Loan Party pursuant to this Section 6.9 will be paid to such Borrower to Loan Party as reimbursement for the extent that such prosecution would be in the best interests costs of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest repairs or outstanding principal under the Loan then due and payable. After replacements. (D) Upon (i) the occurrence and during the continuance of an any Event of DefaultDefault or Default or (ii) subject to Sections 2.5(A) and 2.5(B), the actual or constructive total loss (A) no settlement on account of any such casualty loss in excess of $25,000 with U.S.$25,000 per occurrence) of any Inventory or Equipment, all insurance payments in respect to a Borrower shall be made without the consent of Lender and (B) Lender may participate in any such proceedings and each Borrower shall deliver to Lender such documents as may be reasonably requested by Lender to permit such participation and shall consult with Lender, its attorneys and agents in the making and prosecution of such claim Inventory or claimsEquipment will be paid to and applied by IBM Credit as specified in this Section 6.9. (E) If any Loan Party fails to pay any cost, charges or premiums, or if any Grantor fails to insure the Collateral, IBM Credit may pay such costs, charges or premiums. Each Borrower hereby irrevocably authorizes Any amounts paid by IBM Credit hereunder will be considered an additional debt owed by Borrowers to IBM Credit and appoints Lender its attorney-in-fact after the occurrence are due and during the continuance payable immediately upon receipt of an Event of Default, to collect and receive any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower shall, upon demand of Lender, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lender, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Sectioninvoice by IBM Credit.

Insurance; Casualty Loss. Each Schedule X hereto sets forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Closing Date. The Borrower agrees to maintain maintain, and to cause each of its Subsidiaries to maintain, public liability insurance, third party property damage insurance and replacement value (or such higher coverage as the Borrower may obtain) insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks in at least such amounts and against at least such risks as are described on Schedule X, or as are at all times reasonably satisfactory to Lender the Agent in its commercially reasonable judgment. All policies covering the Collateral are to name Lender the Collateral Agent as an additional insured and the Collateral Agent as loss payee in case of loss, as its interests may appear, and are to contain such other provisions as Lender the Agent may reasonably require to fully protect the Lenders' interest of Lender in the Collateral and to any payments to be made under such policies. Each The Borrower shall provide written notice to the Agent of the occurrence of any of the following events within ten Business Days after the occurrence of such event: any Collateral is (i) damaged or destroyed, or suffers any other loss, or (ii) condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such Collateral or to materially diminish its marketability, and in either case the amount of the damage, destruction, loss or diminution in value is in excess of $2,000,000 (collectively, a "Casualty Loss"). The Borrower and/or the respective Subsidiary shall diligently file and prosecute, prosecute their claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Casualty Loss. In the event of a Casualty Loss, the Borrower shall pay to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to LenderCollateral Agent, promptly upon receipt thereof, any and all net insurance proceeds and payments received by such the Borrower or any Subsidiary on account of any casualty loss with respect to damage, destruction, loss, condemnation or eminent domain proceedings, whereupon the Collateral. Lender mayCollateral Agent shall, at its the election and of the Required Lenders, in its their sole discretion, either (a) apply the proceeds realized from casualty losses Casualty Losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payableRevolving Loans or (b) pay such proceeds to the Borrower to be used to repair or replace the Collateral that was the subject of the Casualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Collateral Agent and (Bii) Lender the Collateral Agent may participate in any such proceedings and each the Borrower shall deliver to Lender the Collateral Agent such documents as may be reasonably requested by Lender the Collateral Agent to permit such participation and shall consult with Lenderthe Collateral Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each The Borrower hereby irrevocably authorizes and appoints Lender the Collateral Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such the Borrower shall, upon demand of Lenderthe Collateral Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Collateral Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each , other than the right of the Borrower will provide to Lender Certificates of Insurance from time to time any insurance proceeds remaining after application thereof by the Collateral Agent as may be reasonably required to evidence compliance with the terms of provided in this SectionSection 7.10.

Insurance; Casualty Loss. Each Borrower agrees to Credit Party will, and will cause each of the Restricted Subsidiaries to, maintain public liability insurance, third party property damage insurance and replacement value property damage insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to Lender in its commercially reasonable judgmentfor the industry and taking into account the interests of the Agent in the Collateral. All policies covering the Collateral are to name Lender the Credit Parties and the Agent as an additional insureds and lenders’ loss payee, as their interests may appear. Certificates of insurance evidencing such insurance covering the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as additional insured and lenders’ loss payee, and shall provide for not less than thirty (30) days prior written notice to the loss payee Agent or ten (10) days in the case of lossnon-payment of premium, of the exercise of any right of cancellation. In the event any Credit Party or any of its Restricted Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable discretion) with respect to collecting under any insurance policies required to be maintained under this Section 7.9, and are to contain such other provisions as Lender may reasonably require to fully protect if the interest of Lender amount involved is $5,000,000 or more, the Agent shall have the right, in the Collateral name of the Agent such Credit Party or Restricted Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any payments and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to be made effect the collection, compromise or settlement of any claims under any such insurance policies. Each Borrower shall Credit Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen (15) Business Days after the occurrence of such event: any material asset or property owned or used by any Credit Party or any of its Restricted Subsidiaries is (i) materially damaged or destroyed, or suffers any other material loss or (ii) is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a “Casualty Loss”). Each Credit Party will diligently file and prosecute, prosecute its claim or cause to be filed and prosecuted, all claims for any award or payment in connection with a casualty loss with respect to such Borrower to the extent that such prosecution would be in the best interests of such Borrower. Each Borrower shall receive in trust and pay to Lender, promptly upon receipt thereof, any and all insurance proceeds and payments received by such Borrower on account of any casualty loss with respect to the Collateral. Lender may, at its election and in its sole discretion, apply the proceeds realized from casualty losses to payment of accrued and unpaid interest or outstanding principal under the Loan then due and payableCasualty Loss. After the occurrence and during the continuance of an Event of Default, (Ai) no settlement on account of any such casualty loss in excess of $25,000 with respect to a Borrower Casualty Loss shall be made without the consent of Lender the Agent and (Bii) Lender the Agent may participate in any such proceedings and each Borrower shall the Credit Parties will deliver to Lender the Agent such documents as may be reasonably requested by Lender the Agent to permit such participation and shall will consult with Lenderthe Agent, its attorneys and agents in the making and prosecution of such claim or claims. Each Borrower Credit Party hereby irrevocably authorizes and appoints Lender the Agent its attorney-in-fact fact, after the occurrence and during the continuance of an Event of Default, to collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and each such Borrower Credit Party shall, upon demand of Lenderthe Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to Lenderthe Agent for the benefit of the Lenders, free and clear of any encumbrances of any kind or nature whatsoever. Each Borrower will provide to Lender Certificates of Insurance from time to time as may be reasonably required to evidence compliance with the terms of this Sectionencumbrances, other than Permitted Liens.